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Exhibit 8.3
Fulbright & Jaworski L.L.P.
A Registered Limited Liability Partnership
1301 McKinney, Suite 5100
Houston, Texas 77010-3095
www.fulbright.com |
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| Telephone: (713) 651-5151 | | | | Facsimile: (713) 651-5246 |
January 25, 2005
Kaneb Pipe Line Partners, L.P.
2435 N. Central Expressway, Suite 700
Richardson, Texas 75080
Ladies and Gentlemen:
In connection with the registration statement on Form S-4 (Reg. No. 333-120726, as amended through the date hereof, the "Registration Statement") filed with the Securities and Exchange Commission (the "Commission") by Valero L.P., a Delaware limited partnership ("VLI"), pursuant to the Securities Act of 1933, as amended (the "Act"), which relates to the proposed merger (the "Merger") contemplated by the Agreement and Plan of Merger, dated as of October 31, 2004 (the "Merger Agreement"), by and among VLI, Riverwalk Logistic, L.P., Valero GP LLC ("Valero GP"), VLI Sub B LLC, Kaneb Partners Pipe Line Partners, L.P. ("Kaneb Partners") and Kaneb Pipe Line Company LLC ("Kaneb GP"), you have requested our opinion regarding the description of the material U.S. federal income tax consequences of the Merger to Kaneb Partners and the Kaneb Partners unitholders set forth in the joint proxy statement/prospectus forming a part of the Registration Statement under the caption "The Mergers—Material U.S. Federal Income Tax Considerations—Material U.S. Federal Income Tax Considerations of the Mergers—The Kaneb Partners Merger" (the "Discussion").
In rendering our opinion set forth below, we have assumed that the transactions related to the Merger or contemplated by the Merger Agreement will be consummated as described in the Registration Statement and solely in accordance with the Merger Agreement, with none of the terms or conditions of the Merger Agreement being amended, waived or modified. Additionally, we have examined and relied upon the accuracy and completeness, both initially and continuing as of the effective time of the Merger (the "Effective Time"), of (i) the statements, facts, information, evaluations, covenants, representations and warranties contained in the Merger Agreement, the Registration Statement, including the joint proxy statement/prospectus that forms a part of the Registration Statement, and such other documents as we have deemed necessary or appropriate as a basis for the opinion set forth below, and (ii) the statements, facts, information, evaluations, covenants, representations and warranties made or provided by, or on behalf of, whether written or oral, Kaneb Partners and VLI, including factual representations set forth in letters dated January 24, 2005, by Valero GP and Kaneb GP (the "Representation Letters"). We have also assumed that such statements, facts, information, evaluations, covenants, representations and warranties are true, and will continue to be true as of the Effective Time, without regard to any qualification as to knowledge or belief, and that the Representation Letters will be re-executed by Valero GP and Kaneb GP as of the Effective Time. Any variation or difference in any of the aforementioned statements, facts, information, evaluations, covenants, representations, warranties or assumptions or breach or failure of any of the aforementioned covenants could adversely affect our opinion.
In rendering our opinion set forth below, we have considered applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code"), Treasury regulations promulgated thereunder (the "Regulations"), pertinent judicial authorities, rulings and other administrative interpretations of the Internal Revenue Service ("IRS") and such other authorities as we have considered relevant, in each
case, in effect on the date hereof. It should be noted that such laws, Code, Regulations, judicial authorities, rulings and other administrative interpretations and such other authorities are subject to change at any time and possibly with retroactive effect. A change in any of the authorities upon which our opinion is based could adversely affect our opinion set forth below.
Based upon the foregoing and subject to the limitations, qualifications and assumptions set forth in the Registration Statement and those stated herein, we are of the opinion that the statements in the Discussion, to the extent that such statements constitute legal conclusions, describe the material U.S. federal income tax consequences of the Merger to Kaneb Partners and the Kaneb Partners unitholders.
Our opinion set forth above is an expression of professional judgment, is not a guarantee of a result and is not binding upon the IRS or any court. Accordingly, no assurance can be given that our opinion set forth above will be sustained by a court if challenged by the IRS.
Except as set forth above, we express no opinion to any party as to the tax consequences, whether federal, state, local or foreign, of the Merger or of any transactions related thereto or contemplated by the Merger Agreement or describe in the Registration Statement. We disclaim any undertaking to advise you of any subsequent changes of the facts stated or assumed herein or any subsequent changes in applicable law. This opinion may not be relied upon by anyone else without our prior written consent.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm in the proxy statement/prospectus forming a part of the Registration Statement. In giving this consent, however, we do not hereby admit that we are within the category of persons whose consent is required under section 7 of the Act or the rules and regulations of the Commission issued thereunder.
| | | Very truly yours, |
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/s/ Fulbright & Jaworski L.L.P. |
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Fulbright & Jaworski L.L.P. |
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