Exhibit 8.1
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2001 ROSS AVENUE
DALLAS, TEXAS
75201-2980
TEL +1 214.953.6500
FAX +1 214.953.6503
www.bakerbotts.com
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ABU DHABI
AUSTIN
BEIJING
DALLAS
DUBAI
HONG KONG
HOUSTON
LONDON
MOSCOW
NEW YORK
PALO ALTO
RIYADH
WASHINGTON |
May 7, 2010
Crosstex Energy, L.P.
Crosstex Energy Finance Corporation
Subsidiary Guarantors Listed on Schedule A of the Form S-3
2501 Cedar Springs
Dallas, Texas 75201
Ladies and Gentlemen:
We have acted as counsel for Crosstex Energy, L.P., a Delaware limited partnership (the
Partnership), Crosstex Energy Finance Corporation, a Delaware corporation (Finance Corp.),
Crosstex Energy Services, L.P., a Delaware limited partnership (the Operating Partnership),
Crosstex Operating GP, LLC, a Delaware limited liability company (Operating GP), Crosstex Energy
Services GP, LLC, a Delaware limited liability company (Services GP), Crosstex Processing
Services, LLC, a Delaware limited liability company (Crosstex Processing), Crosstex Pelican, LLC,
a Delaware limited liability company (Crosstex Pelican), Sabine Pass Plant Facility Joint
Venture, a Texas general partnership (Sabine Pass JV), Crosstex LIG, LLC, a Louisiana limited
liability company (Crosstex LIG), Crosstex Tuscaloosa, LLC, a Louisiana limited liability company
(Crosstex Tuscaloosa), Crosstex LIG Liquids, LLC, a Louisiana limited liability company
(Crosstex LIG Liquids), Crosstex Eunice, LLC, a Louisiana limited liability company (Crosstex
Eunice), Crosstex Gulf Coast Marketing Ltd., a Texas limited partnership (Crosstex Gulf Coast
Marketing), Crosstex CCNG Processing, Ltd., a Texas limited partnership (Crosstex CCNG
Processing), Crosstex Acquisition Management, L.P., a Delaware limited partnership (Crosstex
Acquisition Management), Crosstex North Texas Pipeline, L.P., a Texas limited partnership (North
Texas Pipeline), Crosstex North Texas Gathering, L.P., a Texas limited partnership (North Texas
Gathering), Crosstex NGL Marketing, L.P., a Texas limited partnership (NGL Marketing), and
Crosstex NGL Pipeline, L.P., a Texas limited partnership (NGL Pipeline, and, together with
Operating Partnership, Operating GP, Services GP, Crosstex Processing, Crosstex Pelican, Sabine
Pass JV, Crosstex LIG, Crosstex Tuscaloosa, Crosstex LIG Liquids, Crosstex Eunice, Crosstex Gulf
Coast Marketing, Crosstex CCNG Processing, Crosstex Acquisition Management, North Texas Pipeline
and North Texas Gathering, the Subsidiary Guarantors), with respect to certain legal matters in
connection with the filing with the Securities and Exchange Commission (the
Commission) of a registration statement (the Registration Statement) under the Securities
Act of 1933, as amended (the Securities Act), registering securities to be issued and sold by the
Partnership, Finance Corp. and the Subsidiary Guarantors from time to time pursuant to Rule 415
under the Securities Act for an aggregate initial offering price not to exceed $500,000,000 and
securities that may be sold by certain securityholders (the Selling Unitholders) from time to
time pursuant to Rule 415 under the Securities Act. Such securities include (i) common units
representing limited partner interests in the Partnership (the Common Units) that may be issued
and sold by the Partnership; (ii) 4,069,106 Common Units that may be issued and sold by the Selling
Unitholders; (iii) unsecured debt securities of the Partnership, in one or more series, consisting
of notes, debentures or other evidences of indebtedness, which may be co-issued by Finance Corp.
(the Debt Securities); and (iv) guarantees of such Debt Securities by one or more of the
Subsidiary Guarantors.
In connection therewith, we prepared the discussion set forth under the caption Material
Income Tax Considerations (the Discussion) in the prospectus contained in the Registration
Statement.
All statements of legal conclusions contained in the Discussion, unless otherwise noted, are
our
opinion with respect to the matters set forth therein as of the effective date of the
Registration Statement, and are, to the extent noted in the Discussion, based on the accuracy of
certain factual matters. In addition, we are of the opinion that the Discussion with respect to
those matters as to which no legal conclusions are provided is an accurate discussion of such
federal income tax matters (except for the representations and statements of fact of the
Partnership, its general partner and the general partner of its general partner included in such
discussion, as to which we express no opinion).
We hereby consent to the filing of this opinion of counsel as Exhibit 8.1 to the Registration
Statement and to the references to our firm in the prospectus forming a part of the Registration
Statement. In giving this consent, we do not hereby admit that we are in 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.
SDM/JSP