Exhibit 8.1

Fulbright & Jaworski l.l.p.
A Registered Limited Liability Partnership
2200 Ross Avenue, Suite 2800
Dallas, Texas 75201-2784
www.fulbright.com

December 1, 2009

Holly Energy Partners, L.P.
100 Crescent Court, Suite 1600
Dallas, Texas 75201

RE:     HOLLY ENERGY PARTNERS, L.P.

Ladies and Gentlemen:

     We have acted as counsel for Holly Energy Partners, L.P., a Delaware limited partnership (the “Partnership”), in connection with the preparation of a Prospectus dated December 1, 2009 (the “Prospectus”), forming part of the Registration Statement on Form S-3 filed with the Securities and Exchange Commission on December 1, 2009 (the “Registration Statement”), relating to up to 1,373,609 common units representing limited partner interests of the Partnership, which may be offered for sale by the selling unitholders named in the Prospectus.

     All statements of legal conclusions contained in the section captioned “Material Tax Consequences” in the Prospectus (the “Discussion”), unless otherwise noted and subject to the limitations, qualifications and assumptions stated in the Discussion, are our opinion with respect to the matters set forth therein as of the date of the Prospectus, 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 description of federal income tax matters in the Discussion as to which no legal conclusions are provided is accurate (except for the representations and statements of fact of the Partnership and its general partner, included in the Discussion, as to which we express no opinion).

     We hereby consent to the filing of this opinion of counsel as Exhibit 8.1 to the Registration Statement and to the reference to our firm in the Prospectus. 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, or the rules and regulations of the Securities and Exchange Commission issued thereunder.

Very truly yours,

/s/ Fulbright & Jaworski L.L.P.

FULBRIGHT & JAWORSKI L.L.P.

Austin • Beijing • Dallas • Denver • Dubai • Hong Kong • Houston • London • Los Angeles • Minneapolis
Munich • New York • Riyadh • San Antonio • St. Louis • Washington DC