Exhibit 8.1
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2001 ROSS AVENUE
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AUSTIN |
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DALLAS, TEXAS
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BAKU |
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75201-2980 214.953.6500
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DALLAS DUBAI |
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FAX 214.953.6503
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HONG KONG |
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HOUSTON LONDON |
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MOSCOW |
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NEW YORK |
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RIYADH |
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WASHINGTON |
June 2, 2006
Crosstex Energy, L.P.
Subsidiary Guarantors Listed on Schedule A of the Form S-3
Registration Statement
2501 Cedar Springs
Suite 100
Dallas, Texas 75201
Ladies and Gentlemen:
We have acted as counsel for Crosstex Energy, L.P., a Delaware limited partnership (the
Partnership), 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
Pipeline, LLC, a Texas limited liability company (Crosstex Pipeline), Crosstex Processing
Services, LLC, a Delaware limited liability company (Crosstex Processing), Crosstex Pelican, LLC,
a Delaware limited liability company (Crosstex Pelican), Crosstex Pipeline Partners, Ltd., a
Texas limited partnership (Pipeline Partners), 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 Treating Services, L.P., a Delaware limited partnership (Crosstex Treating
Services), Crosstex Gulf Coast Marketing Ltd., a Texas limited partnership (Crosstex Gulf
Coast Marketing), Crosstex Gulf Coast Transmission Ltd., a Texas limited partnership
(Crosstex Gulf Coast Transmission), Crosstex CCNG Gathering, Ltd., a Texas limited partnership (Crosstex CCNG Gathering), Crosstex CCNG Processing, Ltd., a Texas limited partnership
(Crosstex CCNG Processing), Crosstex CCNG Transmission, Ltd., a Texas limited partnership (Crosstex CCNG Transmission), Crosstex Acquisition Management, L.P., a Delaware limited
partnership (Crosstex Acquisition Management), Crosstex Mississippi Pipeline, L.P., a Delaware
limited partnership (Crosstex Mississippi Pipeline), Crosstex Seminole Gas, L.P., a Delaware
limited partnership (Crosstex Seminole Gas), Crosstex Alabama Gathering System, L.P., a Delaware
limited partnership (Crosstex Alabama Gathering System), Crosstex Mississippi Industrial Gas
Sales, L.P., a Delaware limited partnership (Crosstex Mississippi Industrial Gas Sales), 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
Pipeline, Crosstex Processing, Crosstex Pelican, Pipeline Partners, Sabine Pass JV, Crosstex LIG,
Crosstex Tuscaloosa, Crosstex LIG Liquids, Crosstex Treating Services, Crosstex Gulf Coast
Marketing, Crosstex Gulf Coast Transmission, Crosstex CCNG Gathering, Crosstex CCNG Processing,
Crosstex CCNG Transmission, Crosstex Acquisition Management, Crosstex Mississippi Pipeline,
Crosstex Seminole Gas, Crosstex Alabama Gathering System, Crosstex Mississippi Industrial Gas Sales, North Texas Pipeline, North Texas
Gathering and NGL Marketing, 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
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Crosstex Energy, L.P.
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- 2 -
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June 2, 2006 |
the Partnership 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. Such securities
include (i) common units representing limited partner interests in the Partnership; (ii)
partnership securities of the Partnership, (iii) unsecured debt securities of the Partnership, in
one or more series, consisting of notes, debentures or other evidences of indebtedness (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 Tax
Consequences (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 federal income tax discussion
in the Registration Statement 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 and its general partner, included in such
discussion, as to which we express no opinion).
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, however, 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.
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Very truly yours, |
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/s/ Baker Botts L.L.P. |