Attached files
file | filename |
---|---|
S-1/A - FORM S-1/A - Enduro Resource Partners LLC | d82176a3sv1za.htm |
EX-5.1 - EX-5.1 - Enduro Resource Partners LLC | d82176a3exv5w1.htm |
EX-23.1 - EX-23.1 - Enduro Resource Partners LLC | d82176a3exv23w1.htm |
EX-23.5 - EX-23.5 - Enduro Resource Partners LLC | d82176a3exv23w5.htm |
EX-23.2 - EX-23.2 - Enduro Resource Partners LLC | d82176a3exv23w2.htm |
Exhibit 8.1
717 Texas Avenue, 16th floor
Houston, TX 77002
Tel: +1.713.546.5400 Fax: +1.713.546.5401
www.lw.com
Houston, TX 77002
Tel: +1.713.546.5400 Fax: +1.713.546.5401
www.lw.com
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July 29, 2011
Enduro Royalty Trust
919 Congress Avenue, Suite 500
Austin, Texas 78701
919 Congress Avenue, Suite 500
Austin, Texas 78701
Re: Enduro Royalty Trust |
Ladies and Gentlemen:
We have acted as counsel to Enduro Royalty Trust, a Delaware statutory trust (the Trust), in
connection with the registration under the Securities Act of 1933, as amended (the Securities
Act), of the offering and sale of up to an aggregate of 15,180,000 units representing beneficial
interests in the Trust (the Trust Units).
This opinion is based on various facts and assumptions, and is conditioned upon certain
representations made by the Trust as to factual matters through a certificate of an officer of
Enduro Resource Partners LLC, the trust grantor (the Officers Certificate). In addition, this
opinion is based upon the factual representations concerning the business, properties and governing
documents of the Trust, as set forth in the Trusts Registration Statement on Form S-1 (File No.
333-174225), as amended as of the effective date thereof, to which this opinion is an exhibit (the
Registration Statement), the Trusts prospectus
dated July 29, 2011 relating to the Trust Units
(the Prospectus) and the Trusts responses to our examinations and inquiries.
In our capacity as counsel to the Trust, we have made such legal and factual examinations and
inquiries, including an examination of originals or copies certified or otherwise identified to our
satisfaction, of such documents, corporate records and other instruments, as we have deemed
necessary or appropriate for purposes of this opinion. In our examination, we have assumed the
authenticity of all documents submitted to us as originals, the genuineness of all signatures
thereon, the legal capacity of natural persons executing such documents and the conformity to
authentic original documents of all documents submitted to us as copies. For the purpose of our
opinion, we have not made an independent investigation or audit of the facts set forth in the
above-referenced documents or in the Officers Certificate. In addition, in rendering this opinion
we have assumed the truth and accuracy of all representations and statements made to us which are
qualified as to knowledge or belief, without regard to such qualification.
We are opining herein as to the effect on the subject transaction only of the federal income
tax laws of the United States and we express no opinion with respect to the applicability thereto,
or the effect thereon, of other federal laws, foreign laws, the laws of any state or any
July 29, 2011
Page 2
Page 2
other jurisdiction or as to any matters of municipal law or the laws of any other local agencies
within any state.
Based on
the facts, assumptions and representations set forth
herein, the
statements in the Prospectus under the caption Federal Income Tax Consequences, insofar as such
statements purport to constitute summaries of United States federal income tax law and regulations
or legal conclusions with respect thereto, constitute the opinion of Latham & Watkins LLP as to the
material U.S. federal income tax consequences of the matters described therein.
No opinion is expressed as to any matter not discussed herein.
This opinion is rendered to you as of the effective date of the Registration Statement, and we
undertake no obligation to update this opinion subsequent to the date hereof. This opinion is
based on various statutory provisions, regulations promulgated thereunder and interpretations
thereof by the Internal Revenue Service and the courts having jurisdiction over such matters, all
of which are subject to change either prospectively or retroactively. Also, any variation or
difference in the facts from those set forth in the representations described above, including in
the Registration Statement, the Prospectus and the Officers Certificate, may affect the
conclusions stated herein.
This opinion is furnished to you, and is for your use in connection with the transactions set
forth in the Registration Statement and the Prospectus. This opinion may not be relied upon by you
for any other purpose or furnished to, assigned to, quoted to or relied upon by any other person,
firm or other entity, for any purpose, without our prior written consent, except that this opinion
may be relied upon by persons entitled to rely on it pursuant to applicable provisions of federal
securities law, including purchasers of the Trust Units in this offering.
We hereby consent to the filing of this opinion as an exhibit to the Prospectus and to the use
of our name under the caption Federal Income Tax Consequences in the Prospectus. In giving such
consent, we do not thereby admit that we are within the category of persons whose consent is
required under Section 7 of the Securities Act or the rules or regulations of the Securities and
Exchange Commission promulgated thereunder.
Very truly yours, | ||
/s/ Latham & Watkins LLP LATHAM & WATKINS LLP |