Exhibit 8.1
[MAYER, BROWN, ROWE & MAW LETTERHEAD]
June 6, 2003
Ferrellgas Partners, L.P.
Ferrellgas, L.P.
Ferrellgas Partners Finance Corp.
Ferrellgas Finance Corp.
One Liberty Plaza
Liberty, MO 64068
Re: Shelf Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as special tax counsel to Ferrellgas Partners, L.P., a
Delaware limited partnership (the "Partnership"), Ferrellgas, L.P., a Delaware
limited partnership (the "Operating Partnership"), Ferrellgas Partners Finance
Corp., a Delaware corporation ("Ferrellgas Partners Finance"), and Ferrellgas
Finance Corp., a Delaware corporation ("Ferrellgas Finance"), in connection with
the preparation of a registration statement on Form S-3, as amended
(Registration Nos. 333-103267, 333-103267-01, 333-103267-02 and 333-103267-03)
(the "Registration Statement"), filed with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Act of 1933, as amended
(the "Securities Act"). The Partnership, the Operating Partnership, Ferrellgas
Partners Finance and Ferrellgas Finance are referred to herein collectively as,
the "Issuers." The sole general partner of the Partnership and the Operating
Partnership is Ferrellgas, Inc., a Delaware corporation (the "General Partner").
In formulating our opinion referred to below, we have participated in the
preparation of the discussion set forth under the heading "Tax Consequences" in
the Registration Statement.
As special tax counsel to the Issuers, we have examined, reviewed and
relied upon originals or copies, certified or otherwise identified to our
satisfaction, of (i) the Certificate of Limited Partnership and the Fourth
Amended and Restated Agreement of Limited Partnership of the Partnership, (ii)
the Certificate of Limited Partnership and the Second Amended and Restated
Agreement of Limited Partnership, as amended, of the Operating Partnership,
(iii) the Certificates of Incorporation and Bylaws of Ferrellgas Partners
Finance and Ferrellgas Finance, each as amended to date, (iv) the Registration
Statement, (v) the form of prospectus contained within the Registration
Statement, (vi) resolutions of the Board of Directors of the General Partner,
Ferrellgas Partners Finance and Ferrellgas Finance, (vii) the forms of indenture
included as exhibits to the Registration Statement, (viii) the Operating
Partnership's Amendment No. 1 to its Registration Statement on Form 10/A (No.
0-50182) relating to its limited partner interests, as filed with the Commission
on June 6, 2003, and Ferrellgas Finance's Registration Statement on Form 10/A
(No. 0-50182) relating to its common stock, as filed with the Commission on May
6, 2003 (collectively, the "Form 10s") (ix) the Partnership's Registration
Statement on Form 8-A/A, as filed with the Commission on February 18, 2003, and
(x) such other documents, faxes, certificates, instruments and records as we
have deemed necessary, desirable or relevant for purposes hereof. We have also
examined, reviewed and relied upon certificates of officers of the General
Partner, Ferrellgas Partners Finance and Ferrellgas Finance and faxes and
certificates of public officials, as to certain representations made by officers
of the General Partner, Ferrellgas Partners Finance and Ferrellgas Finance
relating to their organization and actual and proposed operation as well as to
certain other matters of fact relating to this opinion and have made such
investigations of law as we have deemed necessary and relevant as a basis
hereof.
In our examinations and investigations, we have assumed: (i) the
genuineness of all signatures on, and the authenticity of, all of the foregoing
documents, faxes, certificates, instruments and records (collectively, the
"Documents") submitted to us as originals and the conformity to the original
documents, faxes, certificates, instruments and records of all such Documents
submitted to us as copies; (ii) the truthfulness of all statements of fact set
forth in such Documents; (iii) the due authorization, execution and delivery by
the parties thereto, other than the Issuers and the General Partner, of all
Documents examined by us; (iv) that, to the extent such Documents purport to
constitute agreements of parties other than the Issuers and the General Partner,
such Documents constitute valid, binding and enforceable obligations of such
other parties; (v) that all terms and provisions of such Documents will be
complied with by all parties thereto and are enforceable under applicable law;
and (vi) that the information presented in such Documents or otherwise furnished
to us accurately and completely describes all material facts. No facts have come
to our attention, however, that would cause us to question the accuracy or
completeness of such Documents, or the facts contained therein, in a material
way.
Exhibit 8.1 - 1
Based on the foregoing and subject to the limitations, conditions and
assumptions set forth herein, and having due regard for such legal
considerations as we deem relevant, the statements set forth in the Registration
Statement under the heading "Tax Consequences," to the extent that they
constitute legal conclusions and subject to the qualifications set forth
therein, constitute our opinions as to the matters set forth therein.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm in the form of
prospectus contained therein. In giving this consent, we do not admit that we
are "experts," within the meaning of that term as used in the Securities Act or
the rules and regulations of the Commission issued thereunder, with respect to
any part of the Registration Statement, including this opinion as an exhibit or
otherwise.
The foregoing opinion is strictly limited to the matters stated herein, and
no other or more extensive opinion is intended or implied or to be inferred
beyond the matters expressly stated herein. The foregoing opinion is based on
and is limited to, as in effect on the date hereof, the federal laws of the
United States, and we render no opinion with respect to the laws of any other
jurisdiction or, without limiting the generality of the foregoing, the effect of
the laws of any other jurisdiction.
Our opinions expressed herein are also based on the Internal Revenue Code
of 1986, as amended, Treasury regulations promulgated thereunder, and the
interpretations of the Code and such regulations by the courts and the Internal
Revenue Service, all as they are in effect and exist as of the date hereof. It
should be noted that statutes, regulations, judicial decisions and
administrative interpretations are subject to change at any time and, in some
circumstances, with retroactive effect. A material change that is made after the
date hereof in any of the foregoing bases for our opinions could adversely
affect our conclusions.
It is understood that this opinion is to be used only in connection with
the offer and sale of those particular securities described within the form of
prospectus contained within the Registration Statement while the Registration
Statement is in effect. Other than as expressly stated above, we express no
opinion on any issue relating to the Issuers or to any investment therein. The
opinions expressed herein are as of the date hereof, and we undertake no
responsibility to update this opinion after the date hereof and assume no
responsibility for advising you of any changes with respect to any matters
described in this opinion that may occur subsequent to the date hereof or with
respect to the discovery subsequent to the date hereof of information not
previously known to us pertaining to events occurring prior to the date hereof.
Sincerely,
/s/ Mayer, Brown, Rowe & Maw
MAYER, BROWN, ROWE & MAW
Exhibit 8.1 - 2