Exhibit 8.1
2727 NORTH HARWOOD STREET • DALLAS, TEXAS 75201.1515
TELEPHONE: +1.214.220.3939 • FACSIMILE: +1.214.969.5100
[ ], 2019
MPLX LP
200 E. Hardin Street
Findlay, Ohio 45840
Re: Registration Statement on FormS-4 Filed by MPLX LP
Ladies and Gentlemen
We have acted as counsel for MPLX LP, a Delaware limited partnership (the “Partnership”), in connection with the Agreement and Plan of Merger dated as of May 7, 2019, and authorization of the issuance by the Partnership of units representing limited partner interests in the Partnership (the “Partnership Units”) pursuant to the Merger Agreement, as contemplated by the Partnership’s Registration Statement on FormS-4 to which this opinion is filed as an exhibit (as the same may be amended from time to time, the “Registration Statement”). The Partnership Units may be offered and sold from time to time pursuant to Rule 415 under the Securities Act of 1933 (the “Securities Act”).
In connection with the opinions expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of this opinion. In this examination, we have assumed the authenticity of all documents, the genuineness of signatures thereon, and the legal capacity of the signatories to sign on behalf of the entities for which they signed. This opinion is based on various facts and assumptions, including the factual representations of the Partnership regarding its business, properties and governing documents, and on certain representations made by the Partnership as to factual matters through a certificate of one of its officers (the “Officer’s Certificate”).
Based on the foregoing and subject to the further assumptions, qualifications and limitations set forth herein and in the Registration Statement and Officer’s Certificate, the statements in the Registration Statement under the caption “Material Federal Income Tax Consequences of MPLX Unit Ownership,” insofar as such statements purport to constitute summaries of U.S. federal income tax law or legal conclusions with respect thereto, constitute our opinion as to the material U.S. federal income tax consequences of the matters described therein. We express no opinion with respect to any matter not discussed under such caption, and in particular no opinion as to any other federal law, the laws of any state or locality, or laws of any foreign jurisdiction.
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