Attached files
file | filename |
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8-K - FORM 8-K - Regency Energy Partners LP | d85090e8vk.htm |
EX-1.1 - EX-1.1 - Regency Energy Partners LP | d85090exv1w1.htm |
EX-5.1 - EX-5.1 - Regency Energy Partners LP | d85090exv5w1.htm |
EX-99.1 - EX-99.1 - Regency Energy Partners LP | d85090exv99w1.htm |
Exhibit 8.1
811 Main Street, Suite 3700 Houston, TX 77002 Tel: +1.713.546.5400 Fax: +1.713.546.5401 www.lw.com |
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FIRM / AFFILIATE OFFICES | ||||
Abu Dhabi | Moscow | |||
Barcelona | Munich | |||
Beijing | New Jersey | |||
Boston | New York | |||
Brussels | Orange County | |||
October 13, 2011
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Chicago | Paris | ||
Doha | Riyadh | |||
Dubai | Rome | |||
Frankfurt | San Diego | |||
Hamburg | San Francisco | |||
Hong Kong | Shanghai | |||
Houston | Silicon Valley | |||
Regency Energy Partners LP
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London | Singapore | ||
2001 Bryan Street, Suite 3700
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Los Angeles | Tokyo | ||
Dallas, TX 75201
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Madrid | Washington, D.C. | ||
Milan |
Re: Regency Energy Partners LP
Ladies and Gentlemen:
We have acted as counsel to Regency Energy Partners LP, a Delaware limited partnership (the
Partnership), in connection with the offering and sale of up to an aggregate of 11,500,000 common
units representing limited partner interests in the Partnership (the Common Units) registered
under the Securities Act of 1933, as amended (the Securities Act).
This opinion is based on various facts and assumptions, and is conditioned upon certain
representations made by the Partnership as to factual matters through a certificate of an officer
of the Partnership (the Officers Certificate). In addition, this opinion is based upon the
factual representations of the Partnership concerning its business, properties and governing
documents as set forth in the Partnerships Registration Statement on Form S-3 (File No.
333-163424), as amended as of the effective date thereof (the Registration Statement), the
Partnerships prospectus dated December 1, 2009 (the Prospectus), the Partnerships prospectus
supplement dated October 7, 2011 (the Prospectus Supplement) and the Partnerships responses to
our examinations and inquiries.
In our capacity as counsel to the Partnership, 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.
October 13, 2011
Page 2
Page 2
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 other
jurisdiction or as to any matters of municipal law or the laws of any other local agencies within
any state. No opinion is expressed as to any matter not discussed herein.
Based on such facts, assumptions and representations and subject to the limitations set forth
herein and in the Prospectus Supplement and the Officers Certificate, the statements in the
Prospectus Supplement under the caption Material Tax Considerations, 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.
This opinion is rendered to you as of the date hereof, 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, the Prospectus Supplement and the Officers Certificate, may affect the conclusions
stated herein.
We did not participate in the preparation of the Registration Statement or the Prospectus. We
express no view as to the discussion set forth under the caption Material Income Tax Consequences
in the Prospectus, which is entirely superseded by the statements in the Prospectus Supplement
under the caption Material Tax Considerations. This opinion is furnished to you, and is for your
use in connection with the transactions set forth in the Prospectus Supplement. 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.
We hereby consent to the filing of this opinion as an exhibit to the current report on Form
8-K of the Partnership and to the references to our firm contained in the Prospectus Supplement.
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, |
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/s/ LATHAM & WATKINS LLP | ||||