Exhibit 8.1
June 14, 2011
Spectra Energy Partners, LP
5400 Westheimer Court
Houston, Texas 77056
Re: Spectra Energy Partners, LP Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel for Spectra Energy Partners, LP (the “Partnership”), a Delaware limited partnership, with respect to certain legal matters in connection with the offer and sale by the Partnership of common units representing limited partner interests in the Partnership. We have also participated in the preparation of a Prospectus dated May 18, 2011 (the “Prospectus”) and a Prospectus Supplement dated June 9, 2011 (the “Prospectus Supplement”) forming part of the Registration Statement on Form S-3 (the “Registration Statement”). In connection therewith, we prepared the discussion set forth under the caption “Material Tax Considerations” in the Prospectus and “Tax Consequences” in the Prospectus Supplement (together, the “Discussions”).
All statements of legal conclusions contained in the Discussions, unless otherwise noted, are our opinion with respect to the matters set forth in the discussion under the caption “Material Tax Consequences” in the Prospectus as updated by the discussion set forth under the caption “Material Tax Considerations” in the Prospectus Supplement qualified by the limitations contained in the Discussions. In addition, we are of the opinion that the Discussions with respect to those matters as to which no legal conclusions are provided are accurate discussions of such federal income tax matters (except for the representations and statements of fact by the Partnership and its general partner, included in the Discussions, as to which we express no opinion).
We hereby consent to the filing of this opinion of counsel as Exhibit 8.1 to the Current Report on Form 8-K of the Partnership dated on or about the date hereof, to the incorporation by reference of this opinion of counsel into the Registration Statement and to the reference to our firm in the Prospectus and the Prospectus Supplement. In giving such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended.
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| | Very truly yours,
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| | /s/ VINSON & ELKINS L.L.P. | |
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| | Vinson & Elkins L.L.P. | |
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