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 7, 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 facts as set forth in the Prospectus and having regard to legal
considerations which we deem relevant, we hereby confirm that the opinions
attributed to Watson, Farley & Williams (New




Teekay Offshore Partners L.P.
December 7, 2006                                                          Page 2



York) LLP set forth in the Prospectus under the captions "Business - Taxation of
the Partnership - Marshall Islands Taxation" and "Non-United States Tax
Consequences - Marshall Islands Tax Consequences" are the opinions of Watson,
Farley & Williams (New York) LLP and accurately state our views as to the tax
matters discussed therein. In addition, such opinions 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.

Our opinions as set forth in the Prospectus are based on the current provisions
of Marshall Islands law, which may be changed at any time with retroactive
effect. No opinion is expressed on any matters other than those specifically
referred to above.

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