Attached files
| file | filename |
|---|---|
| S-1/A - FORM S-1/A - CSI Compressco LP | h75396a5sv1za.htm |
| EX-1.1 - EX-1.1 - CSI Compressco LP | h75396a5exv1w1.htm |
| EX-10.6 - EX-10.6 - CSI Compressco LP | h75396a5exv10w6.htm |
| EX-10.1 - EX-10.1 - CSI Compressco LP | h75396a5exv10w1.htm |
| EX-10.2 - EX-10.2 - CSI Compressco LP | h75396a5exv10w2.htm |
| EX-21.1 - EX-21.1 - CSI Compressco LP | h75396a5exv21w1.htm |
Exhibit 8.1
June 7, 2011
Compressco Partners, L.P.
101 Park Avenue, Suite 1200
Oklahoma City, Oklahoma 73102
101 Park Avenue, Suite 1200
Oklahoma City, Oklahoma 73102
| RE: | COMPRESSCO PARTNERS, L.P. REGISTRATION STATEMENT ON FORM S-1 |
Ladies and Gentlemen:
We have acted as counsel for Compressco Partners, L.P. (the “Partnership”), a Delaware limited
partnership, with respect to certain legal matters in connection with the offer and sale of common
units representing limited partner interests in the Partnership. We have also participated in the
preparation of a Registration Statement on Form S-1 (File No. 333-155260) and the amendments
thereto being collectively referred to herein as the “Registration Statement” to which this opinion
is an exhibit.
In connection therewith, we prepared the discussion (the “Discussion”) set forth under the
caption “Material Tax Consequences” in the Registration Statement.
All statements of legal conclusions contained in the Discussion, unless otherwise
noted, are our opinion with respect to the matters set forth therein as of the effective date of
the Registration Statement. In addition, we are of the opinion that the Discussion with respect to
those matters as to which no legal conclusions are provided is an accurate discussion of such
federal income tax matters (except for the representations and statements of fact by the
Partnership and its general partner, included in the Discussion, as to which we express no
opinion).
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement
and to the use of our name in the Registration Statement. This consent does not constitute an
admission that we are “experts” within the meaning of such term as used in the Securities Act of
1933, as amended, or the rules and regulations of the Securities and Exchange Commission issued
thereunder.
Very truly yours,
/s/ VINSON & ELKINS L.L.P.
Vinson & Elkins L.L.P.
Vinson & Elkins LLP Attorneys at Law
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