Re: Targa Resources Partners LP Equity Distribution Agreement
Exhibit 8.1
October 21, 2011
Ladies and Gentlemen:
We have acted as counsel for Targa Resources Partners LP (the “Partnership”), a Delaware
limited partnership, with respect to certain legal matters in connection with the offer and sale by
the Partnership of common units representing limited partner interests in the Partnership having an
aggregate offering price of up to $100,000,000 pursuant to the Equity Distribution Agreement dated
October 21, 2011. We have also participated in the preparation of a Prospectus Supplement dated
October 21, 2011 (the “Prospectus Supplement”), and a Prospectus dated July 31, 2009 (the
“Prospectus”), forming part of the Registration Statement on Form S-3 (No. 333-159678) (the
“Registration Statement”) to which this opinion is an exhibit. In connection therewith, we
prepared the discussions (the “Discussions”) set forth under the caption “Material Income Tax
Consequences” in the Prospectus and under the caption “Material U.S. Federal Income Tax
Consequences” in the Prospectus Supplement.
This opinion is based on various facts and assumptions, and is conditioned upon certain
representations made 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.
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
Xxxxxx & Xxxxxx LLP Attorneys at Law Abu Dhabi Austin Beijing Dallas Dubai Hong Kong Houston London Moscow New York Palo Alto Riyadh Shanghai Tokyo Washington |
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us as copies. For the purpose of our opinion, we have not made an independent investigation
or audit of the facts set forth in the above-referenced documents or in the Officer’s Certificate.
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.
We are opining herein as to the effect on the subject transaction only of the federal income
tax laws of the United States, and we express no opinion with respect to the applicability thereto,
or the effect thereon, 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. Based on the facts, assumptions and representations set forth herein, the discussion in
the Prospectus under the caption “Material Income Tax Consequences” as updated by the discussion in
the Prospectus Supplement under the caption “Material U.S. Federal Income Tax Consequences,”
insofar as such discussions purport to constitute summaries of U.S. federal income tax law and
regulations or legal conclusions with respect thereto, constitute the opinion of Xxxxxx & Xxxxxx
L.L.P. as to the material U.S. federal income tax consequences of the matters described therein. No
opinion is expressed as to any matter not discussed herein.
This opinion is rendered to you as of the effective date of the Registration Statement, and we
undertake no obligation to update this opinion subsequent to the date hereof. 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 and the Officer’s Certificate, may affect the conclusions stated herein.
This opinion is furnished to you, and is for your use in connection with the transactions set
forth in the Registration Statement. This opinion may not be relied upon by you for any other
purpose or furnished to, assigned to, quoted to or relied upon by any other person, firm or other
entity, for any purpose, without our prior written consent. However, this opinion may be relied
upon by you and by persons entitled to rely on it pursuant to applicable provisions of federal
securities law, including persons purchasing common units or debt securities pursuant to the
Registration Statement.
We hereby consent to the filing of this opinion of counsel as Exhibit 8.1 to the Current
Report on Form 8-K of the Partnership dated on or about the date hereof, to the incorporation by
reference of this opinion of counsel into the Registration Statement and to
the reference to our firm in the Prospectus and the Prospectus Supplement. In giving such
consent, we do not admit that we are within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended.
| Very truly yours, |
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| /s/ XXXXXX & XXXXXX L.L.P. | ||||
| Xxxxxx & Xxxxxx L.L.P. | ||||
