Exhibit 8.1
[Mayer, Brown, Row & Maw LLLP letterhead]
May 21, 2004 Mayer, Brown, Row & Maw, LLP
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 (the "Registration
Statement"), as filed with the Securities and Exchange Commission (the
"Commission") on May 21, 2004, related to the offering and sale from time to
time of 1,528,104 common units representing limited partner interests of the
Issuer ("Common Units") and (ii) the prospectus contained in the Registration
Statement (the "Prospectus"). 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 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) particular resolutions of the Board of Directors of Ferrellgas,
Inc., the general partner of the Issuer (the "General Partner"), and (vi) 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 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.
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,
Ferrellgas Partner, L.P.
May 21, 2004
Page 2
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," 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 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 or the Prospectus, 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
Prospectus while the Registration Statement and the 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.
Ferrellgas Partner, L.P.
May 21, 2004
Page 3
Sincerely,
/s/ Mayer, Brown, Rowe & Maw LLP
MAYER, BROWN, ROWE & MAW LLP