Attached files
| file | filename |
|---|---|
| EX-1.1 - EXHIBIT - Hi-Crush Inc. | exhibit11-uax8122014.htm |
| 8-K - 8-K - Hi-Crush Inc. | a8-kxunderwritingagreement.htm |
Exhibit 8.1
Norton Rose Fulbright
August 12, 2014
Fulbright & Jaworski LLP
1301 McKinney, Suite 5100
Houston, Texas 77010-3095
United States
Tel +1 713 651 5151
Fax +1 713 651 5246
nortonrosefulbright.com
Hi-Crush Partners LP
Three Riverway, Suite 1550
Houston, TX 77056
Re: Hi-Crush Partners LP Equity Offering
Ladies and Gentlemen:
We have acted as counsel to Hi-Crush Partners LP, a Delaware limited partnership (the “Partnership”), with respect to certain legal matters in connection with the proposed offering and sale by Hi-Crush Proppants LLC, a Delaware limited liability company (the “Selling Unitholder”), of 3,260,870 common units representing limited partner interests in the Partnership (the “Common Units”) pursuant to the prospectus supplement dated August 12, 2014 (the “Prospectus Supplement”), forming part of the registration statement on Form S-3 (Registration No. 333-198045), filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Act”), by the Partnership on August 11, 2014 (the “Registration Statement”). The Selling Unitholder has granted the underwriters a 30-day option to purchase up to an additional 489,130 Common Units. In connection therewith, we have participated in the preparation of the discussion (the “Discussion”) set forth in the Registration Statement under the caption “Material Tax Considerations,” as modified by the statements set forth in the Prospectus Supplement under the caption “Material Tax Considerations.”
In rendering the opinion expressed below, we have assumed the effective conversion of 3,750,000 Class B Units of the Selling Unitholder on a one-for-one basis into 3,750,000 Common Units on August 15, 2014, pursuant to the election made by the Selling Unitholder on July 17, 2014.
Subject to the assumptions, qualifications and limitations set forth in the Discussion, we hereby confirm that all statements of legal conclusions contained in the Discussion reflect the opinion of Fulbright & Jaworski LLP with respect to the matters set forth therein as of the date of the Prospectus Supplement.
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 Registration Statement, (ii) the Prospectus Supplement, (iii) certain other filings made by the Partnership with the SEC, and (iv) other information provided to us by the Partnership.
We hereby consent to the filing of this opinion of counsel as Exhibit 8.1 to the Current Report on Form 8-K dated on or about the date hereof and to the reference of our firm in the Prospectus Supplement. In giving such consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the SEC issued thereunder.
Very truly yours,
/s/ Fulbright & Jaworski LLP
Fulbright & Jaworski LLP
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