|ENTERPRISE PRODUCTS PARTNERS L P filed this Form 8-K on 12/01/2017|
18. The opinion of Sidley Austin LLP that is filed as Exhibit 8.1 on the Partnerships Form 8-K dated December 1, 2017 with respect to the Registration Statement is confirmed, and the Managers may rely upon such opinion as if it were addressed to them.
19. Any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by such Rule.
In acting as special counsel to the Partnership in connection with the transactions described in the first paragraph above, we have participated in conferences with officers and other representatives of the General Partner, the Partnership, EPOGP and EPO, representatives of the independent registered public accounting firm for the General Partner and the Partnership, your counsel and your representatives, at which conferences certain contents of the Registration Statement and the Prospectus and related matters were discussed. Although we are not passing upon or assuming any responsibility for, the accuracy, completeness or fairness of the statements included or incorporated by reference in or omitted from the Registration Statement or the Prospectus (except as and to the extent set forth in paragraphs 15 and 16 above), on the basis of the foregoing (relying with respect to factual matters to the extent we deem appropriate upon statements by officers and other representatives of the General Partner, the Partnership and the other Enterprise Parties), (a) we confirm to you that, in our opinion, each of the Registration Statement (including the information in the Prospectus that was omitted from the Registration Statement at the time it first became effective but that was deemed, pursuant to Rule 430B(f) of the Rules and Regulations, to be part of and included in the Registration Statement), as of its most recent effective date, and the Prospectus, as of its date, appeared on its face to be appropriately responsive in all material respects to the requirements of the Securities Act and the Rules and Regulations for registration statements on Form S-3 or related prospectuses, as the case may be (except that in each case we express no statement, belief or opinion as to Regulation S-T) and (b) no facts have come to our attention that have caused us to believe that, insofar as is relevant to the offering of the Units, (i) the Registration Statement (including the information in the Prospectus that was omitted from the Registration Statement at the time it first became effective but that was deemed, pursuant to Rule 430B(f) of the Rules and Regulations, to be part of and included in the Registration Statement), as of its most recent effective date, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Prospectus, as of its date and as of the date hereof, included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, it being understood that we express no opinion, statement or belief in this letter with respect to (A) the financial statements and related schedules, including the notes and schedules thereto and the auditors report thereon, or any other financial or accounting data, included or incorporated or deemed incorporated by reference in, or omitted from, the Registration Statement or the Prospectus, and (B) representations and warranties and other statements of fact included in the exhibits to the Registration Statement or to the Incorporated Documents.
In rendering the statement set forth in clause (a) and making the statement set forth in subclause (b)(i) of the immediately preceding paragraph, we have assumed that December 1, 2017 was the earlier of the date on which the Prospectus was first used and the time of the first contract of sale of the Units within the meaning of Rule 430B(f)(1) of the Rules and Regulations.