Attached files

file filename
EX-1.1 - EX-1.1 - Tallgrass Energy Partners, LPd882151dex11.htm
EX-5.1 - EX-5.1 - Tallgrass Energy Partners, LPd882151dex51.htm
EX-99.1 - EX-99.1 - Tallgrass Energy Partners, LPd882151dex991.htm
8-K - 8-K - Tallgrass Energy Partners, LPd882151d8k.htm

Exhibit 8.1

 

 

 

LOGO

98 SAN JACINTO        

BLVD.

SUITE 1500

AUSTIN, TEXAS

78701-4078

 

TEL +1

512.322.2500

FAX +1

512.322.2501

BakerBotts.com

AUSTIN

BEIJING

BRUSSELS

DALLAS

DUBAI

HONG KONG        

HOUSTON

LONDON

MOSCOW

NEW YORK

PALO ALTO

RIO DE

JANEIRO

RIYADH

WASHINGTON

February 27, 2015

Tallgrass Energy Partners, LP

4200 W. 115th Street, Suite 350

Leawood, Kansas 66211-2609

Ladies and Gentlemen:

We have acted as counsel to Tallgrass Energy Partners, LP, a Delaware limited partnership (the “Partnership”), in connection with the proposed offering and sale by the Partnership of common units representing limited partner interests in the Partnership as set forth in the prospectus dated June 12, 2014 (the “Base Prospectus”) forming part of the registration statement on Form S-3 (Registration No. 333-196454) (the “Registration Statement”) filed by the Partnership with the Securities and Exchange Commission (the “Commission”) and the prospectus supplement to the Base Prospectus dated February 24, 2015 (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”). In connection therewith, we prepared the discussion set forth under the caption “Material Federal Income Tax Consequences” in the Base Prospectus as updated by the discussion set forth under the caption “Material Federal Income Tax Consequences” in the Prospectus Supplement (as updated, the “Discussion”).

We hereby confirm that all statements of legal conclusions, but not statements of factual matters, 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 Prospectus Supplement, 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 and the Prospectus, (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 Partnership’s Current Report on Form 8-K dated on or about the date hereof, to the incorporation by reference of this opinion into the Registration Statement, and to the reference to our firm and this opinion in the Discussion. In giving 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 of 1933 or the rules and regulations of the Commission thereunder.

 

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