Attached files
file | filename |
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8-K - FORM 8-K - PLAINS ALL AMERICAN PIPELINE LP | h84202e8vk.htm |
EX-5.1 - EX-5.1 - PLAINS ALL AMERICAN PIPELINE LP | h84202exv5w1.htm |
EX-1.1 - EX-1.1 - PLAINS ALL AMERICAN PIPELINE LP | h84202exv1w1.htm |
Exhibit 8.1
August 17, 2011
Plains All American Pipeline, L.P.
333 Clay Street, Suite 1600
Houston, Texas 77002
333 Clay Street, Suite 1600
Houston, Texas 77002
RE: Plains All American Pipeline, L.P.
Ladies and Gentlemen:
We have acted as counsel for Plains All American Pipeline, L.P., a Delaware limited
partnership (the Partnership), with respect to certain legal matters in connection with the offer
and sale by certain selling unitholders of common units representing limited partner interests in
the Partnership. We have also participated in the preparation of a prospectus dated December 11,
2008 (the Prospectus) and the prospectus supplement dated August 12, 2011 (Prospectus
Supplement) forming part of the Registration Statement on Form S-3 (No. 333-155673) (the
Registration Statement).
In connection therewith, we prepared the discussion set forth under the captions Material
Income Tax Considerations in the Prospectus and the discussion set forth under the caption
Material U.S. Federal Income Tax Consequences in the Prospectus Supplement (together, the
Discussions).
All statements of legal conclusions contained in the Discussions, unless otherwise noted, are
our opinion with respect to the matters set forth in the discussion under the caption Material
Income Tax Considerations in the Prospectus as updated by the discussion set forth under the
caption Material U.S. Federal Income Tax Consequences in the Prospectus Supplement qualified by
the limitations contained in the Discussions. In addition, we are of the opinion that the
Discussions with respect to those matters as to which no legal conclusions are provided are
accurate discussions of such federal income tax matters (except for the representations and
statements of fact by the Partnership and its general partner, included in the Discussions, as to
which we express no opinion).
We hereby consent to the filing of this opinion of counsel as Exhibit 8.1 to the Current
Report on Form 8-K of the Partnership 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 and the Prospectus. In giving such consent, we do not admit that
we are within the category of persons whose consent is required under Section 7 of the Securities
Act or the rules and regulations of the Securities and Exchange Commission issued thereunder.
Very truly yours, |
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/s/ Vinson & Elkins LLP | ||||