Attached files
Exhibit 8.1
Fulbright Tower 1301 McKinney, Suite 5100 Houston, Texas 77010-3095
Main: 713 651 5151 Facsimile: 713 651 5246
May 27, 2011
Enbridge Energy Partners, L.P.
1100 Louisiana, Suite 3300
Houston, Texas 77002
Re: | Enbridge Energy Partners, L.P. |
Ladies and Gentlemen:
We have acted as counsel for Enbridge Energy Partners, L.P., a Delaware limited partnership (the Partnership), with respect to certain legal matters in connection with the proposed offering by the Partnership of up to $500,000,000 worth of Class A Common Units representing Class A limited partner interests in the Partnership pursuant to the Prospectus Supplement dated May 27, 2011 (the Prospectus Supplement), forming part of the Registration Statement on Form S-3 (Registration No. 333-174235), filed with the Securities and Exchange Commission (the SEC) under the Securities Act of 1933, as amended (the Act), by the Partnership on May 16, 2011 (the Registration Statement). In connection therewith, we have participated in the preparation of the discussion in the Registration Statement under the caption Material Tax Consequences, as modified by the statements in the Prospectus Supplement under the caption Material Tax Consequences (the Discussion).
Subject to the assumptions, qualifications and limitation set forth in the Discussion, we hereby confirm that all statements of legal conclusions contained in the Discussion reflect the opinion of Fulbright & Jaworski L.L.P. with respect to the matters set forth therein as of the date of the Prospectus Supplement.
In providing this opinion, we have examined and are relying upon the truth and accuracy at all relevant times of the statements, covenants and representations contained in (i) the Registration Statement, (ii) the Prospectus Supplement, (iii) certain other filings made by the Partnership with the SEC, and (iv) other information provided to us by the Partnership and Enbridge Energy Company, Inc., a Delaware corporation and the general partner of the Partnership.
We hereby consent to the filing of this opinion of counsel as Exhibit 8.1 to the Current Report on Form 8-K dated on or about the date hereof, to the incorporation by reference of this opinion of counsel into the Registration Statement and to the reference to our firm in the Prospectus Supplement. In giving such consent, we do not hereby admit that we are (i) experts within the meaning of Section 11 of the Act or (ii) within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the SEC issued thereunder.
Very truly yours, |
/s/ Fulbright & Jaworski L.L.P. |
Fulbright & Jaworski L.L.P. |
AUSTIN BEIJING DALLAS DENVER DUBAI HONG KONG HOUSTON LONDON LOS ANGELES
MINNEAPOLIS MUNICH NEW YORK RIYADH SAN ANTONIO ST. LOUIS WASHINGTON DC
www.fulbright.com