Exhibit 8.1
| | | | | |
| | ONE SHELL PLAZA | | ABU DHABI |
| | 910 LOUISIANA | | AUSTIN |
| | HOUSTON, TEXAS | | BEIJING |
| | 77002-4995 | | 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 |
July 2, 2009
Encore Energy Partners LP
777 Main Street, Suite 1400
Fort Worth, Texas 76102
Ladies and Gentlemen:
We are acting as counsel to Encore Energy Partners LP, a Delaware limited partnership (the “Partnership”), in connection with the proposed offering and sale by the Partnership of up to 9,430,000 common units representing limited partner interests in the Partnership (the “Common Units”) (including up to 1,230,000 additional Common Units to cover over-allotments, if any) pursuant to that certain Underwriting Agreement dated June 29, 2009 by and among the Partnership, Encore Energy Partners GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), and Encore Energy Partners Operating LLC, a Delaware limited liability company, on the one hand, and Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, UBS Securities LLC and Wachovia Capital Markets, LLC, as representatives of the underwriters named in Schedule A thereto, on the other hand.
We have also participated in the preparation of the Registration Statement on Form S-3 (Registration No. 333-153768) (as amended, the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), and the related prospectus dated November 25, 2008 (the “Prospectus”), as supplemented by the prospectus supplement relating to the issuance of the Common Units dated June 29, 2009 (the “Prospectus Supplement”). In connection therewith, we have prepared the discussions set forth under the caption “Material Tax Consequences” in the Prospectus and the Prospectus Supplement (the “Discussions”).
We hereby confirm that all statements of legal conclusions contained in the Discussions constitute the opinion of Baker Botts L.L.P. with respect to the matters set forth therein as of the dates of the Prospectus and 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 Registration Statement, (ii) certain other filings made by the Partnership with the Commission, (iii) a representation letter provided to us by the Partnership in support of this opinion, and (iv) other information provided to us by the Partnership, the General Partner and Encore Acquisition Company.
