EXHIBIT 8.2A


                  [WACHTELL, LIPTON, ROSEN & KATZ LETTERHEAD]




                                  July 1, 2005





Valero L.P.
One Valero Way
San Antonio, Texas  78249

Ladies and Gentlemen:

We have acted as special counsel to Valero L.P., a Delaware limited partnership
("VLI"), in connection with (i) the proposed merger (the "KSL MERGER") of VLI
Sub A LLC, a Delaware limited liability company and a wholly-owned subsidiary of
VLI ("VLI SUB A"), with and into Kaneb Services LLC, a Delaware limited
liability company ("KSL"), pursuant to the Agreement and Plan of Merger, dated
as of October 31, 2004 (the "KSL MERGER AGREEMENT"), by and among VLI, Riverwalk
Logistics, L.P., a Delaware limited partnership and the general partner of VLI
("VLI GP"), Valero GP, LLC, a Delaware limited liability company and the general
partner of VLI GP ("PARENT GP"), VLI Sub A, and KSL and (ii) the proposed merger
(the "KPP MERGER", and together with the KSL Merger, the "MERGERS") of VLI Sub B
LLC, a Delaware limited liability company and a wholly-owned subsidiary of VLI
("VLI SUB B", and collectively with VLI, VLI Sub A, VLI GP, and Parent GP, the
"VLI ENTITIES"), with and into Kaneb Pipe Line Partners, L.P., a Delaware
limited partnership ("KPP"), pursuant to the Agreement and Plan of Merger, dated
as of October 31, 2004 (the "KPP MERGER AGREEMENT", and together with the KSL
Merger Agreement, the "AGREEMENTS"), by and among VLI, VLI GP, Parent GP, VLI
Sub B, KPP, and Kaneb Pipe Line Company LLC, a Delaware limited liability
company that is the general partner of KPP ("KPP GP", and collectively, with KSL
and KPP, the "KANEB Entities"). At your request, and pursuant to Section 7.2(c)
of the KSL Merger Agreement and Section 7.2(c) of the KPP Merger Agreement, we
are rendering our opinion concerning certain federal income tax consequences of
the KSL Merger and the KPP Merger. Any capitalized term used and not defined
herein has the meaning given to it in the KSL Merger Agreement.



Valero L.P.
Page 2

For purposes of the opinion set forth below, we have relied, with the consent of
the VLI Entities and the consent of the Kaneb Entities, upon the accuracy and
completeness of the statements and representations (which statements and
representations we have neither investigated nor verified) contained,
respectively, in the certificates of the officers of VLI, KSL and KPP dated the
date hereof, and have assumed that such statements and representations will be
accurate and complete as of the Effective Times (as if made as of such time) and
that all such statements and representations made to the knowledge of any person
or entity or with similar qualification are and will be true and correct as if
made without such qualification. We have also relied upon the accuracy of the
Registration Statement on Form S-4 filed with the Securities and Exchange
Commission in connection with the Mergers and the joint proxy statement/
prospectus (the "PROXY STATEMENT/PROSPECTUS") contained therein, each as
amended or supplemented through the date hereof.

We have also assumed that (i) the transactions contemplated by the Agreements
will be consummated in accordance therewith and as described in the Proxy
Statement/Prospectus (and no transaction or condition described therein and
affecting this opinion will be waived by any party), (ii) the Mergers will
qualify as statutory mergers under the applicable laws of the State of Delaware
and (iii) the Mergers will be reported by VLI, KSL and KPP on their respective
federal income tax returns in a manner consistent with the opinion set forth
below.

Based upon and subject to the foregoing, it is our opinion, under currently
applicable United States federal income tax law, that (i) no VLI Entity will
recognize any income or gain as a result of the KPP Merger or the KSL Merger
(other than any gain resulting from any decrease in partnership liabilities
pursuant to section 752 of the Code), (ii) no gain or loss will be recognized by
holders of VLI Common Units as a result of the KPP Merger or the KSL Merger
(other than any gain resulting from any decrease in partnership liabilities
pursuant to section 752 of the Code), and (iii) 90% of the combined gross income
of each of VLI, KSL and KPP for (x) the calendar year ending December 31, 2004
and (y) the calendar quarter ending March 31, 2005 are from sources treated as
"qualifying income" within the meaning of section 7704(d) of the Code.

We hereby consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement, and to the references
therein to us. In giving such consent, we do not thereby admit that we are in
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended.

This opinion relates solely to certain United States federal income tax
consequences of the Mergers and no opinion is expressed as to the tax
consequences under any foreign, state or local tax law or under any federal tax
laws other than those pertaining to the income tax. We are furnishing this
opinion to you solely in connection with the Mergers, and this opinion is not to
be relied upon by any other person or for any other purpose.


                                 Very truly yours,

                                 /s/ Wachtell, Lipton, Rosen & Katz