Attached files

file filename
EX-5.1 - EX-5.1 - VALERO ENERGY PARTNERS LPd640055dex51.htm
EX-23.1 - EX-23.1 - VALERO ENERGY PARTNERS LPd640055dex231.htm
S-1MEF - S-1MEF - VALERO ENERGY PARTNERS LPd640055ds1mef.htm

Exhibit 8.1

 

LOGO    ONE SHELL PLAZA       ABU DHABI    HOUSTON
   910 LOUISIANA       AUSTIN    LONDON
   HOUSTON, TEXAS       BEIJING    MOSCOW
   77002-4995       BRUSSELS    NEW YORK
         DALLAS    PALO ALTO
   TEL  +1 713.229.1234       DUBAI    RIO DE JANEIRO
   FAX +1 713.229.1522       HONG KONG    RIYADH
   BakerBotts.com          WASHINGTON

December 10, 2013

Valero Energy Partners LP

One Valero Way

San Antonio, Texas 78249

Ladies and Gentlemen:

We have acted as counsel to Valero Energy Partners LP, a Delaware limited partnership (the “Partnership”), in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the offering and sale by the Partnership of an aggregate 15,000,000 common units representing limited partner interests in the Partnership (the “Common Units”) and up to an additional 2,250,000 Common Units pursuant to the underwriters’ option to purchase additional Common Units as set forth in the Registration Statement on Form S-1 (File No. 333-191259), as amended (such registration statement, together with the registration statement filed by the Partnership on the date hereof pursuant to Rule 462(b) under the Securities Act, being collectively referred to as the “Registration Statement”) filed by the Partnership with the Securities and Exchange Commission (the “Commission”). In connection therewith, we prepared the discussion set forth under the caption “Material Federal Income Tax Consequences” in the Prospectus (the “Discussion”).

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 effective date of the Registration Statement, 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 (i) the Partnership’s and its general partner’s statements, covenants, and representations contained in the Registration Statement, (ii) a representation letter provided to us by the Partnership in support of this opinion, and (iii) other information provided to us by the representatives of the Partnership.

We hereby consent to the filing of this opinion as Exhibit 8.1 to the Registration Statement and to the reference to our firm and this opinion in the Discussion and under the caption “Validity of the Common Units” in the Prospectus. In giving


LOGO

 

   
Valero Energy Partners LP   - 2 -   December 10, 2013

 

this consent, we do not hereby 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 Commission thereunder.

 

Very truly yours,
/s/ Baker Botts L.L.P.