Exhibit 8.2
Our reference: 25247.50004/19108814 v2 | Watson, Farley & Williams (New York) LLP 1133 Avenue of the Americas New York, New York 10036 Tel (212) 922 2200 Fax (212) 922 1512 |
July 31, 2009
Teekay Offshore Partners L.P.
4th Floor, Belvedere Building
69 Pitts Bay Road
Hamilton HM 08
Bermuda
4th Floor, Belvedere Building
69 Pitts Bay Road
Hamilton HM 08
Bermuda
Registration Statement on Form F-3 – Prospectus Supplement
Dear Sirs:
We have acted as special counsel as to matters of the law of the Republic of The Marshall Islands (“Marshall Islands Law”) for Teekay Offshore Partners L.P., a Marshall Islands limited partnership (the “Partnership”), in connection with the offer and sale of Common Units (the “Units”) representing limited partner interests in the Partnership pursuant to a registration statement on Form F-3 (No. 333-150682) (the “Registration Statement”) and the prospectus (the “Original Prospectus”) included therein dated May 22, 2008, as supplemented by a prospectus supplement dated July 30, 2009 (the “Prospectus Supplement”).
In rendering this opinion, we have examined originals or photocopies of all such documents, including (i) the Registration Statement, the Original Prospectus and the Prospectus Supplement, and (ii) certificates of public officials and of representatives of the Partnership and Teekay Offshore GP L.L.C., a Marshall Islands limited liability company and the general partner (the “General Partner”) of the Partnership, as we have deemed necessary. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity with the original documents of all documents submitted to us as photocopies. As to any questions of fact material to our opinion, we have, when relevant facts were not independently established, relied upon the aforesaid certificates.
We have also assumed that:
(a) | any amendments or supplements to the Registration Statement (including any necessary post-effective amendments) shall have become effective under the Securities Act of 1933, as |
London • New York • Paris • Hamburg • Munich • Rome • Milan • Athens • Piraeus • Singapore • Bangkok
Watson, Farley & Williams (New York) LLP is a limited liability partnership registered in England and Wales with registered number OC312253. It is regulated by the Solicitors Regulation Authority and its members are solicitors or registered foreign lawyers. A list of members of Watson, Farley & Williams (New York) LLP and their professional qualifications is open to inspection at the above address. Any reference to a ‘partner’ means a member of Watson, Farley & Williams (New York) LLP, or a member or partner in an affiliated undertaking, or an employee or consultant with equivalent standing and qualification.
Watson, Farley & Williams (New York) LLP is a limited liability partnership registered in England and Wales with registered number OC312253. It is regulated by the Solicitors Regulation Authority and its members are solicitors or registered foreign lawyers. A list of members of Watson, Farley & Williams (New York) LLP and their professional qualifications is open to inspection at the above address. Any reference to a ‘partner’ means a member of Watson, Farley & Williams (New York) LLP, or a member or partner in an affiliated undertaking, or an employee or consultant with equivalent standing and qualification.
Watson, Farley & Williams (New York) LLP or an affiliated undertaking has an office in each of the cities listed above.
Teekay Offshore Partners L.P. July 31, 2009 | Page 2 |
amended (the “Securities Act”), and the rules and regulations promulgated thereunder (“Rules”); and | ||
(b) | the Units shall be issued and sold in compliance with applicable federal, state and foreign securities laws and in the manner stated in the Registration Statement, the Original Prospectus and the Prospectus Supplement. |
This opinion is limited to Marshall Islands Law and is as of the effective date of the Prospectus Supplement.
Based on the foregoing and having regard to legal considerations which we deem relevant, we are of the opinion that the statements in the Original Prospectus under the caption “Non-United States Tax Considerations — Marshall Islands Tax Considerations”, and in the Partnership’s Form 20-F for the year ended December 31, 2008 under the captions “Item 4. Information on the Partnership — E. Taxation of the Partnership — Marshall Islands Taxation” and “Item 10. Additional Information — Non-United States Tax Consequences — Marshall Islands Tax Consequences,” insofar as such statements constitute summaries of the legal matters referred to therein, fairly present the information expected to be relevant to holders of the Units offered pursuant to the Original Prospectus and the Prospectus Supplement and fairly summarize the matters referred to therein.
We consent to the filing of this opinion as an exhibit to a Report on Form 6-K of the Partnership and to the reference to our name in the Original Prospectus under the caption “Non-United States Tax Considerations — Marshall Islands Tax Considerations”. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or related Rules nor do we admit that we are experts with respect to any part of the Registration Statement within the meaning of the term “expert” as used in the Securities Act or related Rules.
Very truly yours,
Watson, Farley & Williams (New York) LLP