Exhibit 8.1
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| | 910 LOUISIANA HOUSTON, TEXAS 77002-4995 TEL +1 713.229.1234 FAX +1 713.229.1522 BakerBotts.com | | AUSTIN BRUSSELS DALLAS DUBAI HOUSTON LONDON | | NEW YORK PALO ALTO RIYADH SAN FRANCISCO WASHINGTON |
November 14, 2022
Delek Logistics Partners, LP
7102 Commerce Way
Brentwood, Tennessee 37027
Ladies and Gentlemen:
We have acted as special tax counsel to Delek Logistics Partners, LP, a Delaware limited partnership (the “Partnership”), with respect to certain federal income tax matters in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the offer and sale of common units representing limited partner interests in the Partnership having an aggregate offering price of up to $100,000,000 (the “Units”), from time to time in “at the market offerings,” as defined in Rule 415 promulgated under the Securities Act, pursuant to the terms of that certain Equity Distribution Agreement, dated November 14, 2022 (the “Distribution Agreement”), by and among the Partnership, Delek Logistics GP, LLC, a Delaware limited liability company and the general partner of the Partnership, and RBC Capital Markets, LLC (the “Manager”).
The Units are being offered and may be sold by the Partnership to or through the Manager, as sales agent and/or principal, as applicable, under a registration statement on Form S-3 originally filed with the Securities and Exchange Commission (the “Commission”) on April 14, 2022 (File No. 333-264300) (the “Registration Statement”), including the prospectus contained therein (the “Base Prospectus”), and declared effective on April 29, 2022, as supplemented by a prospectus supplement dated November 14, 2022 (together with the Base Prospectus, the “Prospectus”). We prepared the discussion (the “Discussion”) set forth under the caption “Material U.S. Federal Income Tax Consequences” in the Prospectus.
This opinion is based on various facts and assumptions and is conditioned upon certain representations made to us by the Partnership as to factual matters through a certificate of an officer 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 as set forth in the Registration Statement, the Prospectus and the Partnership’s responses to our examinations and inquiries.
In our capacity as special tax counsel to the Partnership, we have made such legal and factual examinations and inquiries, including an examination of originals or copies certified or otherwise identified to our satisfaction of such documents, corporate records and other instruments, as we have deemed necessary or appropriate for purposes of this opinion. In our examination, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures thereon, the legal capacity of natural persons executing such documents and the conformity to authentic original documents of all documents submitted to us as copies. 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 representations. In addition, 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.