Exhibit 8.1

 

2001 ROSS AVENUE DALLAS, TEXAS 75201-2980   TEL   +1 214.953.6500 FAX  +1 214.953.6503 BakerBotts.com

AUSTIN BEIJING BRUSSELS DALLAS DUBAI HONG KONG HOUSTON

LONDON MOSCOW NEW YORK PALO ALTO RIYADH SAN FRANCISCO WASHINGTON

 

February 21, 2018

 

EnLink Midstream Partners, LP

1722 Routh Street, Suite 1300

Dallas, Texas 75201

 

Ladies and Gentlemen:

 

We have acted as counsel for EnLink Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), with respect to certain legal matters in connection with the offer and sale from time to time by the Partnership of common units representing limited partner interests in the Partnership having an aggregate offering price of up to $600,000,000.  We have also participated in the preparation of a Prospectus Supplement, dated August 3, 2017 (the “Prospectus Supplement”), and the Prospectus, dated June 23, 2017 (the “Prospectus”) forming part of the Registration Statement on Form S-3 (File No. 333-217848) (the “Registration Statement”).  In order to provide updated disclosure regarding the material tax considerations associated with the purchase, ownership and disposition of the Partnership’s common units, the Partnership filed with the Securities and Exchange Commission a Current Report on Form 8-K dated on or about the date hereof, Exhibit 99.1 of which contains updated disclosure (the “Discussion”) that replaces in its entirety the section under the heading “Material Income Tax Considerations” that appears in the Prospectus Supplement and the Prospectus.

 

This opinion is based on various facts and assumptions, and is conditioned upon certain representations made to us by the Partnership as to factual matters through a certificate of an officer of the Partnership (the “Officer’s Certificate”). In addition, this opinion is based upon the factual representations of the Partnership concerning its business, properties and governing documents as set forth in the Registration Statement, the Prospectus and the Partnership’s responses to our examinations and inquiries.

 

In our capacity as counsel to the Partnership, we have made such legal and factual examinations and inquiries, including an examination of originals or copies certified or otherwise identified to our satisfaction of such documents, corporate records and other instruments, as we have deemed necessary or appropriate for purposes of this opinion. In our examination, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures thereon, the legal capacity of natural persons executing such documents and the conformity to authentic original documents of all documents submitted to us as copies. For purposes of our opinion, we have not made an independent investigation or audit of the facts set forth in the above-referenced documents or representations. In addition, in rendering this opinion we have assumed the truth and accuracy of all representations and statements made to us which are qualified as to knowledge or belief, without regard to such qualification.

 

 

 

EnLink Midstream Partners, LP

-2-

February 21, 2018

 

We hereby confirm that all statements of legal conclusions contained in the Discussion constitute the opinion of Baker Botts L.L.P. with respect to the matters set forth therein as of the date hereof,subject to the assumptions, qualifications and limitations set forth therein. This opinion is based on various statutory provisions, regulations promulgated thereunder and interpretations thereof by the Internal Revenue Service and the courts having jurisdiction over such matters, all of which are subject to change either prospectively or retroactively. Also, any variation or difference in the facts from those set forth in the representations described above, including in the Registration Statement, the Prospectus and the Officer’s Certificate, may affect the conclusions stated herein.

 

No opinion is expressed as to any matter not discussed in the Discussion. We are opining herein only as to the federal income tax matters described above, and we express no opinion with respect to the applicability to, or the effect on, any transaction of other federal laws, foreign laws, the laws of any state or any other jurisdiction or as to any matters of municipal law or the laws of any other local agencies within any state. This letter speaks as of the date hereof, and we disclaim any obligation to update it.

 

We hereby consent to the filing of this opinion as Exhibit 8.1 to the Current Report on Form 8-K, to the incorporation by reference of this opinion into the Registration Statement and to the references to our firm and this opinion contained in the Discussion and under the caption “Legal Matters” in the Prospectus.  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.

 

	Very truly yours,
	/s/ BAKER BOTTS L.L.P.