Attached files
file | filename |
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8-K - FORM 8-K - ROAN RESOURCES, INC. | h84327e8vk.htm |
EX-5.1 - EX-5.1 - ROAN RESOURCES, INC. | h84327exv5w1.htm |
EX-1.1 - EX-1.1 - ROAN RESOURCES, INC. | h84327exv1w1.htm |
Exhibit 8.1
ONE SHELL PLAZA 910 LOUISIANA |
ABU DHABI AUSTIN |
|||
HOUSTON, TEXAS | BEIJING | |||
77002-4995 | DALLAS | |||
TEL +1 713.229.1234 | DUBAI | |||
FAX +1 713.229.1522 | HONG KONG | |||
www.bakerbotts.com | HOUSTON | |||
LONDON | ||||
MOSCOW | ||||
NEW YORK | ||||
PALO ALTO | ||||
RIYADH | ||||
WASHINGTON |
August 23, 2011
Linn Energy, LLC
600 Travis, Suite 5100
Houston, Texas 77002
600 Travis, Suite 5100
Houston, Texas 77002
Ladies and Gentlemen:
We are acting as counsel to Linn Energy, LLC, a Delaware limited liability company (the
Company), in connection with the issuance from time to time by the Company of units representing
limited liability company interests in the Company having an aggregate gross sales price of up to
$500,000,000 (the Units) pursuant to that certain Equity Distribution Agreement dated August 23,
2011 between the Company and Citigroup Global Markets Inc. and the Companys Registration Statement
on Form S-3 (Registration No. 333-162357) filed with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, and the related prospectus dated October 6, 2009 (the
Prospectus), as supplemented by the prospectus supplement relating to the issuance of the Units
dated August 23, 2011 (the Prospectus Supplement).
In connection therewith, we prepared the discussion (the Discussion) set forth under the
caption Material Tax Consequences in the Prospectus Supplement.
We hereby confirm that all statements of legal conclusions contained in the Discussion
constitute the opinion of Baker Botts L.L.P. with respect to the matters set forth therein as of
the date of the Prospectus Supplement, subject to the assumptions, qualifications, and limitations
set forth therein.
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 Prospectus
Supplement, (ii) certain other filings made by the Company with the Securities and Exchange
Commission (the Commission), (iii) a representation letter provided to us by the Company in
support of this opinion and (iv) other information provided to us by the representatives of the
Company.
We did not participate in the preparation of the registration statement on Form S-3
(Registration Statement No. 333-162357), as filed by the Company with the Commission under the
Securities Act, or the Prospectus. We express no view as to the discussion set forth under the
caption Material Tax Consequences in the Prospectus, which is entirely superseded by the
Discussion.
At your request, this opinion is being furnished to you for filing as an exhibit to the
Companys Current Report on Form 8-K to be filed on or after the date hereof (the Form
Linn Energy, LLC
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2 | August 23, 2011 |
8-K). We
hereby consent to the filing of this opinion as an exhibit to the Form 8-K and to the use of our
name in the Discussion and under the heading Legal Matters in the Prospectus Supplement. This
consent does not constitute an admission 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 Commission
thereunder.
Very truly yours,
/s/ Baker Botts L.L.P.