Exhibit 8.1
December 10, 2007
Genesis Energy, L.P.
500 Dallas, Suite 2500
Houston, Texas 77002
Ladies and Gentlemen:
We have acted as special counsel in connection with (i) the preparation and filing with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), of the Registration Statement on Form S-3, including the base prospectus contained therein, filed by Genesis Energy L.P., a Delaware limited partnership (the “Partnership”), with the Commission (Registration No. 333-126482, the “Registration Statement”), for the purpose of registering under the Act, among other securities, common units representing limited partner interests in the Partnership and (ii) the preparation of a preliminary prospectus supplement dated November 27, 2007 (together with the base prospectus, the “Preliminary Prospectus Supplement”) and the final prospectus supplement dated December 4, 2007 (together with the base prospectus, the “Final Prospectus Supplement”) in connection with the offer and sale (the “Offering”) of up to an aggregate of 9,200,000 common units representing limited partner interests in the Partnership (the “Common Units”), including an over-allotment option to purchase an additional 1,200,000 units. In connection therewith, we have participated in the preparation of the discussion set forth under the caption “Material Tax Considerations” and “Tax Considerations” (the “Discussion”) in the Registration Statement, the Preliminary Prospectus Supplement and the Final Prospectus Supplement, respectively.
The Discussion, subject to the qualifications and assumptions stated in the Discussion and the limitations and qualifications set forth herein, constitutes our opinion as to the material United States federal income tax consequences for purchasers of the Common Units pursuant to the Offering.
This opinion letter is limited to the matters set forth herein, and no opinions are intended to be implied or may be inferred beyond those expressly stated herein. Our opinion is rendered as of the date hereof and we assume no obligation to update or supplement this opinion or any matter related to this opinion to reflect any change of fact, circumstances, or law after the date hereof. In addition, our opinion is based on the assumption that the matter will be properly presented to the applicable court.
Furthermore, our opinion is not binding on the Internal Revenue Service or a court. In addition, we must note that our opinion represents merely our best legal judgment on the matters presented and that others may disagree with our conclusion. There can be no assurance that the Internal Revenue Service will not take contrary position or that a court would agree with our opinion if litigated.
Genesis Energy, L.P.
December 10, 2007
Page 2
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the Preliminary Prospectus Supplement and the Final Prospectus Supplement under the captions “Material Tax Consequences” and “Tax Considerations.” In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act and the rules and regulations thereunder. We also consent to your filing copies of this opinion as an exhibit to the Registration Statement.
| | | | | |
| | Very truly yours,
| |
| | /s/ AKIN, GUMP, STRAUSS, HAUER & FELD LLP
AKIN, GUMP, STRAUSS, HAUER & FELD LLP |
| | | |
