Exhibit 8.2
September 20, 2002
Dorchester Hugoton, Ltd.
1919 S. Shiloh Road, Suite 600 - LB 48
Garland, Texas 75042
Dear Ladies and Gentlemen:
We have acted as counsel for Dorchester Hugoton, Ltd., a Texas limited
partnership ("Dorchester Hugoton"), in connection with the proposed combination
(the "Combination") of Dorchester Hugoton, Republic Royalty Company, a Texas
general partnership ("Republic") and Spinnaker Royalty Company, L.P., a Texas
limited partnership ("Spinnaker" and, together with Dorchester Hugoton and
Republic, the "Combining Partnerships") into Dorchester Minerals, Ltd., a
Delaware limited partnership ("Dorchester Minerals"), pursuant to that certain
Combination Agreement dated as of December 13, 2001 (the "Combination
Agreement"), and as described in the Proxy Statement and Prospectus (the "Proxy
Statement/Prospectus") included in the registration statement of Dorchester
Minerals on Form S-4, which was originally filed with the Securities and
Exchange Commission on May 15, 2002, amended on August 13, 2002, and further
amended on the date hereof (the "Registration Statement"). Capitalized terms
used but not defined hereunder have the meaning ascribed to them in the
Combination Agreement.
In rendering this opinion we have examined such documents as we have
deemed relevant or necessary, including, but not limited to (i) the Combination
Agreement, (ii) the Proxy Statement/Prospectus, and (iii) such other documents,
records, certificates and instruments as we have deemed necessary or appropriate
in order to enable us to render our opinion, and our opinion is conditioned upon
(without any independent investigation or review thereof) the truth and
accuracy, at all relevant times, of the representations and warranties,
covenants and statements contained therein.
Except as otherwise specifically set forth therein, the discussion
contained in the Proxy Statement/Prospectus in the subsection entitled "Material
United States Federal Income Tax Consequences" constitutes our opinion with
respect to the material United States federal income tax consequences of certain
pre-Combination transactions, the Combination, and the ownership of common units
in Dorchester Minerals after the Combination. This opinion is based upon
existing provisions of the Internal Revenue Code of 1986, as amended, the
Treasury Regulations promulgated or proposed thereunder, and interpretations
thereof by the Internal Revenue Service (the "IRS") and the courts, all of which
are subject to change with prospective or retroactive effect, and our opinion
could be adversely affected or rendered obsolete by any such change. No ruling
has been or will be sought from the IRS by any of the Combining Partnerships or
September 20, 2002
Page 2
Dorchester Minerals as to the federal income tax consequences of any matter set
forth in the above discussion. The opinion expressed herein is not binding on
the IRS or any court, and there can be no assurance that the IRS or a court will
not disagree with such opinion. Further, no assurance can be given that future
legislative, judicial or administrative changes would not adversely affect the
accuracy of the conclusions stated herein. Nevertheless, by rendering this
opinion we undertake no responsibility to advise you of any new developments in
the application or interpretation of the Federal tax laws.
This opinion is furnished to you solely for use in connection with the
Proxy Statement/Prospectus. We hereby consent to the use of this opinion as an
exhibit to the Registration Statement and to the reference of our Firm in the
Registration Statement under the caption "Material United States Federal Income
Tax Consequences." In giving the consent, however, we do not thereby admit that
we are within the category of persons whose consent is required under Section 7
of the Securities Act and the rules and regulations of the Securities and
Exchange Commission promulgated thereunder.
Very truly yours,
LOCKE LIDDELL & SAPP LLP
By: /s/ C. F. Allison, Jr.
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C. F. Allison, Jr.