EXHIBIT 8.2 WATSON, FARLEY & WILLIAMS (NEW YORK) LLP 100 Park Avenue New York, New York 10017 Tel (212) 922 2200 Fax (212) 922 1512 December 4, 2006 Teekay Offshore Partners L.P. Bayside House, Bayside Executive Park West Bay Street and Blake Road Nassau, Commonwealth of the Bahamas TEEKAY OFFSHORE PARTNERS L.P. - REGISTRATION STATEMENT ON FORM F-1 Dear Sirs: We have acted as special counsel as to matters of the law of the Republic of The Marshall Islands ("MARSHALL ISLANDS LAW") for Teekay Offshore Partners L.P. (the "PARTNERSHIP") in connection with the preparation of a Registration Statement on Form F-1 (such Registration Statement, as amended at the effective date thereof, being referred to herein as the "REGISTRATION STATEMENT") filed by the Partnership with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the "ACT"), and the rules and regulations thereunder, with respect to the issuance and sale by the Partnership of up to 7,000,000 common units (the "COMMON UNITS") of the Partnership. In so acting, we have examined originals, or copies, certified to our satisfaction, of the Registration Statement and the prospectus (the "PROSPECTUS") included therein, and originals, or copies certified to our satisfaction, of all such records of the Partnership, agreements and other documents, certificates of public officials, officers and representatives of the Partnership, Teekay Offshore GP L.L.C. (the "GENERAL PARTNER"), and other appropriate persons, and such other documents as we have deemed necessary as a basis for the opinions hereinafter expressed. In such examinations, we have assumed without independent investigation, (a) the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as photostatic or facsimile copies, and the authenticity of the originals of such copies and (b) the accuracy of the factual representations made to us by officers and other representatives of the Partnership and the General Partner, whether evidenced by certificates or otherwise. This opinion is limited to Marshall Islands Law and is as of the effective date of the Registration Statement. Based on the foregoing and having regard to legal considerations which we deem relevant, we are of the opinion that the statements in the Prospectus under the captions "Business - Taxation of the London o Athens o Paris o New York o Singapore o Bangkok o Rome o Hamburg Watson, Farley & Williams (New York) LLP is a limited liability partnership registered in England and Wales with registered number OC312253. It is regulated by the Law Society of England and Wales and its members are solicitors or registered foreign lawyers. A list of members of Watson, Farley & Williams (New York) LLP and their professional qualifications is open to inspection at the above address. Any reference to a 'partner' in relation to Watson, Farley & Williams (New York) LLP means a member, partner, consultant or employee of Watson, Farley & Williams (New York) LLP or an affiliated undertaking. Watson, Farley & Williams (New York) LLP or an affiliated undertaking has an office in each of the cities listed above. Teekay Offshore Partners L.P. December 4, 2006 Page 2 Partnership - Marshall Islands Taxation" and "Non-United States Tax Consequences - - Marshall Islands Tax Consequences", insofar as such statements constitute summaries of the legal matters referred to therein, fairly present the information expected to be relevant to holders of the Common Units offered pursuant to the Prospectus and fairly summarize the matters referred to therein. We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our name in the Prospectus under the captions "Business - Taxation of the Partnership - Marshall Islands Taxation" and "Non-United States Tax Consequences - Marshall Islands Tax Consequences". In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act. Very truly yours, /s/ WATSON, FARLEY & WILLIAMS (NEW YORK) LLP Watson, Farley & Williams (New York) LLP