|ENTERPRISE PRODUCTS PARTNERS L P filed this Form 8-K on 03/06/2018|
March 5, 2018
Enterprise Products Partners L.P.
1100 Louisiana, 10th Floor
Houston, Texas 77002
Ladies and Gentlemen:
We have acted as special tax counsel to Enterprise Products Partners L.P., a Delaware limited partnership (the Partnership), in connection with (i) the Registration Statement on Form S-3 filed with the Securities and Exchange Commission (the SEC) on November 7, 2017, as amended on November 16, 2017 and declared effective by the SEC on November 20, 2017 (Registration No. 333-221397), including the prospectus contained therein (Registration Statement I), (ii) the prospectus supplement filed with the SEC on December 1, 2017, supplementing the prospectus contained in Registration Statement I (the Prospectus Supplement), (iii) the automatically effective Registration Statement on Form S-3 filed with the SEC on May 12, 2016, as amended by a post-effective amendment thereto on December 14, 2017 (Registration No. 333-211218), including the prospectus contained therein (Registration Statement II, and together with Registration Statement I, the Registration Statements), and (iv) the current report on Form 8-K of the Partnership, filed with the SEC on March 5, 2018 (the Form 8-K).
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 an officers certificate (the Officers 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 Statements, the Prospectus Supplement and the Partnerships responses to our examinations and inquiries.
In our capacity as special tax 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 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 Officers 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 transactions 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. No opinion is expressed as to any matter not discussed herein.
Based on such facts, assumptions and representations and subject to the limitations set forth herein and in the Registration Statements, the Prospectus Supplement, and the Officers Certificate, (i) the statements in Registration Statement I under the heading Material U.S. Federal Income Tax Consequences as updated in the Prospectus
Sidley Austin LLP is a limited liability partnership practicing in affiliation with other Sidley Austin partnerships.