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Exhibit 8.1
[Letterhead of Weil, Gotshal & Manges]
June 9, 2003
Suburban Propane Partners, L.P.
One Suburban Plaza
240 Route 10 West
Whippany, NJ 07981
Re: Tax Opinion
Ladies and Gentlemen:
We have acted as federal tax counsel to Suburban Propane
Partners, L.P. (the "Partnership") in connection with the Partnership's
Registration Statement on Form S-3, as amended to the date hereof (the
"Registration Statement"), relating to the registration of the offering and sale
of common units of the Partnership (the "Common Units") to be issued and sold by
the Partnership from time to time. All capitalized terms not otherwise defined
herein shall have the meanings ascribed to them in the Registration Statement.
In so acting, we have examined originals or copies, certified
or otherwise identified to our satisfaction, of (i) the Registration Statement,
(ii) the Second Amended and Restated Agreement of Limited Partnership of
Suburban Propane Partners, L.P., dated as of May 26, 1999 (the "Partnership
Agreement"), (iii) the Second Amended and Restated Agreement of Limited
Partnership of Suburban Propane, L.P. (the "Operating Partnership"), dated as of
May 26, 1999 (the "Operating Partnership Agreement"), (iv) the factual
representations attached hereto as Exhibit 1, and (v) such agreements, documents
and other instruments as we have deemed necessary or appropriate (the
aforementioned documents together, the "Documents"), and have made such
inquiries of such officers and representatives of the Partnership and such other
persons, as we have deemed relevant and necessary as a basis for the opinion
hereinafter set forth. In such examination, we have assumed, without
investigation, the authenticity of all documents submitted to us as originals,
the conformity to original documents of all documents submitted to us as
certified or photostatic copies, the authenticity of the originals of such
latter documents, the genuineness of all signatures, the legal capacity of all
natural persons, and the correctness of all factual representations made therein
or otherwise made to us.
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June 9, 2003
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We have further assumed that there are no agreements or understandings between
or among the parties to the Documents with respect to the transactions
contemplated therein other than those contained in the Documents.
Based on the foregoing, subject to the next paragraph and
assuming full compliance with all the terms of the Documents, it is our opinion
that, for federal income tax purposes (i) the Partnership and the Operating
Partnership will each constitute a partnership and not an association or
publicly traded partnership taxable as a corporation, (ii) owners of the Common
Units, with certain exceptions (described in the Registration Statement) will be
treated as partners of the Partnership, and (iii) all statements as to matters
of law and legal conclusions contained in the Registration Statement under the
caption "Tax Considerations," except for the discussion under the caption
"-- State, Local and Other Tax Considerations" and except to the extent
qualified therein and herein, are correct in all material respects and reflect
our opinion as of the date hereof.
The foregoing opinion relates solely to federal income tax law
and is based on current provisions of the Internal Revenue Code of 1986, as
amended, the Treasury Regulations promulgated thereunder, published
pronouncements of the Internal Revenue Service, and case law. Any rules set
forth in any of the foregoing authorities may be changed at any time with
retroactive effect. Further you should be aware that opinions of counsel are not
binding on the Internal Revenue Service or the courts. We express no opinion
either as to any matters not specifically covered by the foregoing opinion or as
to the effect on the matters covered by this opinion of the laws of any other
jurisdictions.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
/s/ Weil, Gotshal & Manges LLP
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Exhibit 1
Suburban Propane Partners, L.P.
Suburban Propane, L.P.
In connection with the opinion of counsel to be dated June 9, 2003, and
delivered by Weil, Gotshal & Manges LLP (the "Opinion"), the undersigned Robert
M. Plante, does hereby certify that I am an authorized signatory of each of
Suburban Propane Partners, L.P. ("Suburban") and Suburban Propane, L.P. (the
"Operating Partnership") and that in connection with this Certificate I have
undertaken all necessary internal review to enable me to provide the
certification set forth herein. All defined terms used herein and not otherwise
defined shall have the meanings ascribed thereto in the Opinion or in the
Registration Statement.
The Opinion is being rendered in connection with the preparation of,
and will be an exhibit attached to, the Registration Statement. In connection
with the Opinion, I hereby certify on behalf of Suburban and the Operating
Partnership that:
(i) Neither Suburban nor the Operating Partnership has elected or
will elect to be treated as an association taxable as a
corporation pursuant to Treasury Regulations Section
301.7701-3(c).
(ii) Suburban and the Operating Partnership have been duly
organized under the Delaware Revised Uniform Limited
Partnership Act (the "Delaware Act") and, throughout the term
of their existence, Suburban and the Operating Partnership
have been and will be operated solely in accordance with:
(a) the Delaware Act;
(b) the Partnership Agreement or the Operating Partnership
Agreement (whichever is applicable); and
(c) the description of the applicable agreement in the
Registration Statement.
(iii) For each taxable year of their existence, more than 90% of the
gross income of Suburban and the Operating Partnership has
been and will be derived from:
(a) the exploration, development, production, processing,
refining, transportation or marketing of any mineral
or natural resource, all within the meaning of
Section 7704(d) of the Internal Revenue Code of 1986,
as amended (the "Code"), and/or
(b) dividends, interest, real property rents and sales
proceeds and qualifying hedge income.
(iv) At all times during the entire existence of Suburban and the
Operating Partnership:
(a) less than 80% of the assets of each of Suburban and
the Operating Partnership will consist of debt
obligations (or interests therein), within the
meaning of Section 7701(i) of the Code and the
Treasury Regulations thereunder ("Receivables"); and
(b) the terms (or any underlying arrangement) of each
debt obligation or equity interest in respect of
which Suburban or the Operating Partnership is the
issuer (or to which any asset of Suburban or the
Operating Partnership is subject) (an "Obligation")
will be such that the timing and amount of payments
on any Obligation are not determined by the timing
and amount of payments or projected payments on any
Receivable or group of Receivables.
In WITNESS WHEREOF, I have signed my name on this 9th day of
June, 2003.
Suburban Propane Partners, L.P.
Suburban Propane, L.P.
By: /s/ Robert M. Plante
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Name: Robert M. Plante
Title: Vice President Finance
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