Attached files
file | filename |
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S-1MEF - S-1MEF - Cheniere Energy Partners LP Holdings, LLC | d564653ds1mef.htm |
EX-5.1 - EX-5.1 - Cheniere Energy Partners LP Holdings, LLC | d564653dex51.htm |
EX-23.1 - EX-23.1 - Cheniere Energy Partners LP Holdings, LLC | d564653dex231.htm |
Exhibit 8.1
600 Travis, Suite 4200 Houston, Texas 77002 713.220.4200 Phone 713.220.4285 Fax andrewskurth.com |
Austin Beijing Dallas Dubai Houston London New York Research Triangle Park The Woodlands Washington, DC |
December 12, 2013
Cheniere Energy Partners LP Holdings, LLC
700 Milam Street, Suite 800
Houston, Texas 77002
Ladies and Gentlemen:
We have acted as special counsel to Cheniere Energy Partners LP Holdings, LLC, a Delaware limited liability company (the Company), in connection with the preparation of a registration statement on Form S-1 (File No. 333-191298), as amended (as amended at the effective date thereof and together with the registration statement filed with respect to such registration statement under Rule 462(b) under the Act (as herein defined), the Registration Statement), of the Company filed with the Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as amended (the Act) relating to the registration of the offering and sale (the Offering) of common shares representing limited liability company interests in the Company (the Shares).
In connection therewith, we have participated in the preparation of the discussion set forth under the caption Material U.S. Federal Income Tax Consequences in the Registration Statement (the Discussion). 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 Shares 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.
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.
Cheniere Energy Partners LP Holdings, LLC
Page 2
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 Act, or under the rules and regulations of the Commission 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