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June 29, 2016
NGL Energy Partners LP
6120 S. Yale Avenue, Suite 805
Tulsa, Oklahoma 74136
Re: Form S-3 Registration Statement
Ladies and Gentlemen:
We have acted as special counsel to NGL Energy Partners LP, a Delaware limited partnership (the "Partnership"), in connection with the Partnership's registration statement on Form S-3 to be filed by the Partnership with the Securities and Exchange Commission on or about the date hereof (the "Registration Statement"), in connection with the registration under the Securities Act of 1933, as amended (the "Act"), and proposed offer, issuance and sale from time to time on a delayed or continuous basis pursuant to Rule 415 under the Act, as set forth in the Registration Statement, the prospectus contained therein and any supplement to the prospectus, of Common units representing limited partnership interests in the Partnership (the "Units"), to be offered, issued and sold by the Partnership.
It is understood that the opinions set forth below are to be used only in connection with the offer, issuance, and sale of the Units, while the Registration Statement is in effect. This opinion may not be relied upon by you for any other purpose. The Registration Statement provides that the Units may be offered in amounts, at prices and on terms to be set forth in one or more prospectus supplements or free writing prospectuses.
This opinion is based on various facts and assumptions, and is conditioned upon certain representations made by the Partnership as to factual matters through a letter certified by an officer of NGL Energy Holdings LLC, the general partner of the Partnership (the "Officer's Certificate"). In addition, this opinion is based upon the factual representations of the Partnership concerning its business, properties and governing documents set forth in the Registration Statement. In rendering this opinion we have assumed the truth and accuracy of all representations and statements made to us which are qualified as to knowledge or belief, without regard to such qualification. For purposes of our opinion, we have not made an independent investigation or audit of the facts set forth in the above-referenced documents or in the Officer's Certificate. Any inaccuracy in the various facts, assumptions or representations upon which we have relied may change our opinion.
Our opinion relates only to the federal income tax matters addressed herein, and we express no opinion with respect to any other federal laws or any foreign laws, the laws of any state or any other jurisdiction or as to any matters of municipal law or the laws of any other local agencies within any state. Based on such facts, assumptions and representations and subject to the limitations set forth herein and in the Registration Statement and Officer's Certificate, the statements of legal conclusions contained in the discussion in the Registration Statement under the caption "Material U.S. Federal Income Tax Considerations," insofar as such statements purport to constitute summaries of United States federal income tax law and regulations or legal conclusions with respect thereto, constitute the opinion of Winston & Strawn LLP as of the date of the Registration Statement with respect to the material U.S. federal income tax matters set forth therein, excepting the representations and statements of fact of the Partnership and its general partner included in the discussion, as to which we express no opinion.
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This opinion letter is limited to the matters set forth herein, and no opinions are intended to be implied or may be inferred beyond those expressly stated herein. Our opinion is rendered as of the date hereof and we assume no obligation to update or supplement this opinion or any matter related to this opinion to reflect any change of fact, circumstances, or law after the date hereof. This opinion is based on various statutory provisions, regulations promulgated thereunder and interpretations thereof by the Internal Revenue Service and the courts having jurisdiction over such matters, all of which are subject to change either prospectively or retroactively. Any variation or difference in the facts from those set forth in the representations described above, including the Registration Statement and the Officer's Certificate, may affect the conclusions stated herein. In addition, our opinion is based on the assumption that the matter will be properly presented to the applicable court.
Furthermore, our opinion is not binding on the Internal Revenue Service or a court. In addition, we must note that our opinion represents merely our best legal judgment on the matters presented and that others may disagree with our conclusion. There can be no assurance that the Internal Revenue Service will not take a contrary position or that a court would agree with our opinion if litigated.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference of our firm under the caption "Material U.S. Federal Income Tax Considerations" in the prospectus included in the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act and the rules and regulations thereunder.
| Very truly yours, | ||
/s/ Winston & Strawn LLP |