EX-8.1 6 a2205477zex-8_1.htm EX-8.1

Exhibit 8.1

 

 

September 2, 2011

 

Niska Gas Storage Partners LLC

1001 Fannin Street, Suite 2500

Houston, Texas 77002

 

RE:          NISKA GAS STORAGE PARTNERS LLC REGISTRATION STATEMENT ON FORM S-3

 

Ladies and Gentlemen:

 

We have acted as counsel to Niska Gas Storage Partners LLC, a Delaware limited liability company (the “Company”), in connection with the preparation of the Company’s Registration Statement on Form S-3 (File No. 333-174988), as amended as of the effective date thereof (the “Registration Statement”), for purposes of the offer and sale by the Company from time to time of common units and debt securities pursuant to Rule 415 under the Securities Act of 1933, as amended.  This opinion is based on various facts and assumptions, and is conditioned upon certain representations made by the Company as to factual matters through a certificate of an officer of the Company (the “Officer’s Certificate”). In addition, this opinion is based upon the factual representations of the Company concerning its business, properties and governing documents as set forth in the Registration Statement.

 

In our capacity as counsel to the Company, 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 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 statements in the Registration Statement under the captions “Material U.S. Tax Consequences to Unitholders” and “Material U.S. Tax Consequences of Ownership of Debt Securities,” insofar as such statements purport to constitute summaries of United States federal income tax law and regulations or legal conclusions with respect thereto, constitute the opinion of Vinson & Elkins LLP 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.

 

Vinson & Elkins LLP Attorneys at Law Austin Beijing Dallas Dubai Houston London Moscow New York Shanghai Tokyo Washington

 

First City Tower, 1001 Fannin Street, Suite 2300, Houston, TX 77002
Tel 713.758.2222 Fax 713.758.2346 www.velaw.com

 


 

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 or in the secondary market.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the captions “Material U.S. Tax Consequences to Unitholders” and “Material U.S. Tax Consequences of Ownership of Debt Securities” in the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules or regulations of the Securities and Exchange Commission promulgated thereunder.

 

 

 

Very truly yours,

 

 

 

/s/ VINSON & ELKINS L.L.P.

 

 

 

Vinson & Elkins L.L.P.