Exhibit 8.1
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| | | ONE SHELL PLAZA | | ABU DHABI |
| | | 910 LOUISIANA | | AUSTIN |
| | HOUSTON, TEXAS
77002-4995 | | BEIJING
DALLAS |
| | | | | DUBAI |
| | | TEL +1 713.229.1234 | | HONG KONG |
| | | FAX +1 713.229.1522 | | HOUSTON |
| | | www.bakerbotts.com | | LONDON |
| | | | | MOSCOW |
| | | | | NEW YORK |
| | | | | PALO ALTO |
| | | | | RIYADH |
| | | | | WASHINGTON |
December 10, 2010
Linn Energy, LLC
600 Travis, Suite 5100
Houston, Texas 77002
Ladies and Gentlemen:
We are acting as counsel to Linn Energy, LLC, a Delaware limited liability company (the “Company”), in connection with the issuance by the Company of an aggregate of 11,500,000 units representing limited liability company interests in the Company, including 1,500,000 units that may be issued upon exercise of the option granted to the underwriters, pursuant to that certain Underwriting Agreement dated December 9, 2010 by and among the Company, on the one hand, and RBC Capital Markets, LLC, Barclays Capital Inc., Citigroup Global Markets Inc., UBS Securities LLC, Wells Fargo Securities, LLC, Credit Suisse Securities (USA) LLC and Raymond James & Associates, Inc., as representatives of the underwriters named in Schedule I thereto, on the other hand.
We have also participated in the preparation of the prospectus supplement dated December 9, 2010 (the “Prospectus Supplement”), which together with the accompanying prospectus dated October 6, 2009 (the “Prospectus”) has been, or will be, filed pursuant to Rule 424(b) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, we prepared the discussion (the “Discussion”) set forth under the caption “Material Tax Consequences” in the Prospectus Supplement.
We hereby confirm that all statements of legal conclusions contained in the Discussion constitute the opinion of Baker Botts L.L.P. with respect to the matters set forth therein as of the date of the Prospectus Supplement, subject to the assumptions, qualifications, and limitations set forth therein.
In providing this opinion, we have examined and are relying upon the truth and accuracy at all relevant times of the statements, covenants, and representations contained in (i) the Prospectus Supplement, (ii) certain other filings made by the Company with the Securities and Exchange Commission (the “Commission”), (iii) a representation letter provided to us by the Company in support of this opinion and (iv) other information provided to us by the representatives of the Company.
We did not participate in the preparation of the registration statement on Form S-3 (Registration Statement No. No. 333-162357), as filed by the Company with the Commission under the Securities Act, or the Prospectus. We express no view as to the discussion set forth under the caption “Material Tax Consequences” in the Prospectus, which is entirely superseded by the Discussion.
