April 14, 2004 190 South La Salle Street
Chicago, Illinois 60603-3441
Main Tel (312) 782-0600
Main Fax (312) 701-7711
www.mayerbrownrowe.com
Ferrellgas Partners, L.P.
One Liberty Plaza
Liberty, MO 64068
Re: Equity Issuance from 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 "Issuer"), in connection with the preparation
of (i) the Issuer's Registration Statement on Form S-3, as amended (Registration
No. 333-103267) (the "Registration Statement"), as filed with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Act of 1933,
as amended (the "Securities Act"), and declared effective by the Commission on
June 11, 2003, related to the offering from time to time of up to $500,000,000
of securities of, among others, the Issuer, including common units representing
limited partner interests of the Issuer ("Common Units"), (ii) the prospectus
contained in the Registration Statement (the "Prospectus") and (iii) the final
prospectus supplement to the Prospectus dated April 7, 2004, and filed with the
Commission on April 8, 2004 (the "Final Prospectus"). In formulating our opinion
referred to below, we have participated in the preparation of the discussion set
forth under the headings "Tax Consequences" in the Prospectus and "Tax
Considerations" in the Final Prospectus.
As special tax counsel to the Issuer, 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 Issuer, (ii) the Certificate of
Limited Partnership and the Third Amended and Restated Agreement of Limited
Partnership of Ferrellgas, L.P., (iii) the Registration Statement, (iv) the
Prospectus, (v) the Final Prospectus, (vi) particular resolutions of the Board
of Directors of the general partner of the Issuer (the "General Partner"), (vii)
Ferrellgas, L.P.'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, (viii) the Issuer's Registration Statement on Form
8-A/A, as filed with the Commission on February 18, 2003, and (ix) 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 and
faxes and certificates of public officials, as to certain representations made
by an officer of the General Partner relating to the Issuer's 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.
Ferrellgas Partners, L.P.
April 14, 2004
Page 2
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 Issuer 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 Issuer 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.
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 Prospectus
under the heading "Tax Consequences" and in the Final Prospectus under the
heading "Tax Consideration," 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 on the Issuer's Current Report on Form 8-K as filed with
the Commission on April 15, 2004, and to the reference to our firm in the
Prospectus and Final Prospectus. 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, the Prospectus or the Final Prospectus,
including this opinion as an exhibit or otherwise.
Ferrellgas Partners, L.P.
April 14, 2004
Page 3
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
Prospectus and the Final Prospectus while the Registration Statement and the
Final Prospectus are in effect. Other than as expressly stated above, we express
no opinion on any issue relating to the Issuer 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 LLP
MAYER, BROWN, ROWE & MAW LLP