Attached files
file | filename |
---|---|
S-1/A - FORM S-1/A - Mid-Con Energy Partners, LP | h83468a3sv1za.htm |
EX-5.1 - EX-5.1 - Mid-Con Energy Partners, LP | h83468a3exv5w1.htm |
EX-23.1 - EX-23.1 - Mid-Con Energy Partners, LP | h83468a3exv23w1.htm |
EX-23.2 - EX-23.2 - Mid-Con Energy Partners, LP | h83468a3exv23w2.htm |
Exhibit 8.1
600 Travis, Suite 4200 Houston, Texas 77002 713.220.4200 Phone 713.220.4285 Fax andrewskurth.com |
Austin Beijing Dallas Houston London New York The Woodlands Washington, DC |
December
1, 2011
Mid-Con Energy GP, LLC
Mid-Con Energy Partners, LP
2431 E. 61st Street, Suite 850
Tulsa Oklahoma 74136
Mid-Con Energy Partners, LP
2431 E. 61st Street, Suite 850
Tulsa Oklahoma 74136
Ladies and Gentlemen:
We have acted as special counsel to Mid-Con Energy Partners, LP, a Delaware limited
partnership (the Partnership), in connection with the preparation of a registration
statement on Form S-1 and the amendments thereto (Registration No. 333-176265) (such registration
statement together with any amendments, the Registration Statement) of the Partnership,
filed with the Securities and Exchange Commission (the SEC) relating to the registration
of the offering and sale (the Offering) of common units representing limited partner
interests of the Partnership (the Units).
In connection therewith, we have participated in the preparation of the discussion set forth
under the caption Material Tax Consequences (the Discussion) in the Registration
Statement. The Discussion, subject to the qualifications and assumptions stated in the Discussion
and the limitations and qualifications set forth herein, constitutes our opinion as to the material
United States federal income tax consequences for purchasers of the Units pursuant to the Offering.
This opinion letter is limited to the matters set forth herein, and no opinions are intended
to be implied or may be inferred beyond those expressly stated herein. We assume no obligation to
update or supplement this opinion or any matter related to this opinion to reflect any change of
fact, circumstances, or law after the effective date of the Registration Statement. In addition,
our opinion is based on the assumption that the matter will be properly presented to the applicable
court.
Mid-Con Energy Partners, LP
December 1, 2011
Page 2
December 1, 2011
Page 2
Furthermore, our opinion is not binding on the Internal Revenue Service or a court. In
addition, we must note that our opinion represents merely our best legal judgment on the matters
presented and that others may disagree with our conclusion. There can be no assurance that the
Internal Revenue Service will not take a contrary position or that a court would agree with our
opinion if litigated.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement
and to the references to our firm and this opinion contained in the Discussion. In giving this
consent, we do not admit that we are experts under the Securities Act of 1933, or under the rules
and regulations of the SEC relating thereto, with respect to any part of the Registration
Statement, including this exhibit to the Registration Statement.
Very truly yours,
/s/ Andrews Kurth LLP
/s/ Andrews Kurth LLP