EX-8.1 3 h65919a1exv8w1.htm EX-8.1 exv8w1
Exhibit 8.1
[GREENBERG TRAURIG LETTERHEAD]
Greenberg Traurig, LLP
1000 Louisiana St
Houston TX 77002
Main Tel: 713 374 3500
Main Fax: 713 374 3505
April 3, 2009
Ferrellgas Partners, L.P.
Ferrellgas, L.P.
Ferrellgas Partners Finance Corp.
Ferrellgas Finance Corp.
7500 College Boulevard, Suite 1000
Overland Park, Kansas 66210
     Re:      Shelf Registration Statement on Form S-3
Ladies and Gentlemen:
     We have acted as special tax counsel to Ferrellgas Partners, L.P., a Delaware limited partnership (the “Partnership”), Ferrellgas, L.P., a Delaware limited partnership (the “Operating Partnership”), Ferrellgas Partners Finance Corp., a Delaware corporation (“Ferrellgas Partners Finance”), and Ferrellgas Finance Corp., a Delaware corporation (“Ferrellgas Finance”), in connection with the preparation of a registration statement on Form S-3 (Registration No. 333-157760) (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”). The Partnership, the Operating Partnership, Ferrellgas Partners Finance and Ferrellgas Finance are referred to herein collectively as, the “Issuers.” The sole general partner of the Partnership and the Operating Partnership is Ferrellgas, Inc., a Delaware corporation (the “General Partner”). In formulating our opinion referred to below, we have participated in the preparation of the discussion set forth under the heading “Tax Consequences” in the Registration Statement.
     The Registration Statement relates to the offering from time to time, as set forth in the Registration Statement, the form of prospectus contained therein (the “Prospectus”) and one or more supplements to the Prospectus (each a “Prospectus Supplement”) of:
•   common units of the Partnership (“Common Units”);
 
•   senior units of the Partnership (“Senior Units”);
 
•   deferred participation units of the Partnership (“DPUs”),
 
•   warrants of the Partnership (“Warrants”); and

 

 

Ferrellgas
April 3, 2009
•   debt securities of either the Partnership and Ferrellgas Partners Finance or the Operating Partnership and Ferrellgas Finance (“Debt Securities”).
     The Common Units, Senior Units, DPUs, Warrants and Debt Securities are collectively referred to herein as the “Securities.”
     Each series of Debt Securities will be issued under one of the indentures, in the forms attached as exhibits to the Registration Statement, as each indenture may be amended or supplemented from time to time (each, an “Indenture”), to be entered into between the applicable Issuers and the applicable trustee.
     In connection with these opinions, we have examined originals or copies of (i) the Certificate of Limited Partnership and the Fourth Amended and Restated Agreement of Limited Partnership, as amended, of the Partnership, as attached to the Officer’s Certificate (as such term is defined below), (ii) the Certificate of Limited Partnership and the Third Amended and Restated Agreement of Limited Partnership of the Operating Partnership, as attached to the Officer’s Certificate, (iii) the Certificates of Incorporation and Bylaws of each of Ferrellgas Partners Finance, Ferrellgas Finance and the General Partner, each as amended to date, as attached to the Officer’s Certificate, (iv) the Registration Statement, (v) the Prospectus, (vi) resolutions of the Boards of Directors of the General Partner, Ferrellgas Partners Finance and Ferrellgas Finance, as attached to the Officer’s Certificate (vii) the forms of Indenture included as exhibits to the Registration Statement, (viii) the Operating Partnership’s registration statement on Form 10/A (No. 0-50182) relating to its limited partner interests and Ferrellgas Finance’s registration statement on Form 10/A (No. 0-50182) relating to its common stock, each as filed with the Commission on May 6, 2003 (collectively, the “Form 10s”), (ix) the Partnership’s registration statement on Form 8-A/A, as filed with the Commission on February 18, 2003, and any amendments or reports filed to update it (the “Form 8-A/A”) and (x) certificates of officers of the General Partner, Ferrellgas Partners Finance and Ferrellgas Finance, including the exhibits thereto, in respect to certain matters (the “Officer’s Certificates”).
     In our examinations and investigations of all of the documents listed in clauses (i) through (x) of the above paragraph (collectively, the “Documents”), we have assumed (i) the genuineness of all signatures on, and the authenticity of, all Documents submitted to us as originals and the conformity to the original of all such Documents submitted to us as copies, (ii) that the Documents have not been, and will not be, on or before the date of these opinions, altered, or amended in any respect material to our opinions as expressed herein, (iii) the truthfulness of all statements of fact set forth in such Documents, (iv) the due authorization, execution and delivery by the parties thereto of all Documents examined by us, (v) the legal capacity of all individuals and (vi) that, to the extent such Documents purport to constitute agreements of parties other than the Issuers and the General Partner, such Documents constitute valid, binding and enforceable obligations of such other parties.

 

 

Ferrellgas
April 3, 2009
     Based on the foregoing and subject to the limitations, conditions and assumptions set forth herein, and having due regard for such legal considerations as we deem relevant, the statements set forth in the Registration Statement under the heading “Tax Consequences,” to the extent that they constitute legal conclusions and subject to the qualifications set forth therein, constitute our opinions as to the matters set forth therein.
     We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm in Prospectus contained therein under the caption “Legal Matters.”. In giving this consent, we do not admit that we are “experts,” within the meaning of that term as used in the Securities Act or the rules and regulations of the Commission issued thereunder, with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise.
     The foregoing opinions are strictly limited to the matters stated herein, and no other or more extensive opinions are intended or implied or to be inferred beyond the matters expressly stated herein. The foregoing opinions are based on and are limited to, as in effect on the date hereof, the federal laws of the United States, and we render no opinion with respect to the laws of any other jurisdiction or, without limiting the generality of the foregoing, the effect of the laws of any other jurisdiction. Additionally, no opinion is expressed herein as to the effect the laws of any other jurisdiction might have upon the subject matter of the opinions expressed herein under any conflict of law principles or otherwise. Moreover, we note that as special tax counsel to the Issuers, our representation of the Issuers is necessarily limited to such specific and discrete matters referred to us from time to time by representatives of the Issuers. Accordingly, we do not have and you should not infer from our representation of the Issuers in this particular instance that we have any knowledge of the Issuers’ affairs or transactions other than as expressly set forth in this opinion letter.
     Our opinions expressed herein are also based on the Internal Revenue Code of 1986, as amended, Treasury regulations promulgated thereunder, and the interpretations of the Code and such regulations by the courts and the Internal Revenue Service, all as they are in effect and exist as of the date hereof. It should be noted that statutes, regulations, judicial decisions and administrative interpretations are subject to change at any time and, in some circumstances, with retroactive effect. A material change that is made after the date hereof in any of the foregoing bases for our opinions could adversely affect our conclusions.
     It is understood that the foregoing opinions are to be used only in connection with the sale of the Securities while the Registration Statement is in effect and may not be relied upon by you in any other capacity or for any other purpose. Other than as expressly stated above, we express no opinion on any other issue relating to the Issuers or to any investment therein. The foregoing opinions are not guarantees or opinions respecting matters of fact and should not be construed or relied on as such. The foregoing opinions are as of the date hereof, we undertake no responsibility to update such opinions after the date hereof and we assume no responsibility for advising you of any changes with respect to any matters described in such opinions that may occur subsequent to the date hereof or with respect to the discovery subsequent to the date

 

 

Ferrellgas
April 3, 2009
hereof of information not previously known to us pertaining to events occurring prior to the date hereof.
Sincerely,
/s/ Greenberg Traurig, LLP
GREENBERG TRAURIG, LLP