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EXHIBIT 8.1
[BAKER BOTTS L.L.P. LETTERHEAD]
BAKER BOTTS L.L.P. TAX OPINION
#068626.0102
February 9, 2001
Reliant Energy Mid-Atlantic Power Holdings, LLC
1111 Louisiana Street
Houston, Texas 77002
Ladies and Gentlemen:
We have acted as legal counsel to Reliant Energy Mid-Atlantic Partner
Holdings, LLC, a Delaware limited liability company (the "Company"), in
connection with the registration of the offer of (1) $210,000,000 8.554% Series
A Exchange Pass Through Certificates due 2005, (2) $297,850,000 9.237% Series B
Exchange Pass Through Certificates due 2017 and (3) $220,000,000 9.681% Series C
Exchange Pass Through Certificates due 2026 (collectively, the "Exchange
Certificates") in exchange for like principal amounts of existing pass through
trust certificates pursuant to a registration statement on Form S-4, Reg. No.
333-51464 (the "Registration Statement") filed by the Company, Reliant Energy
Maryland Holdings, LLC, a Delaware limited liability company, Reliant Energy
Northeast Management Company, a Pennsylvania corporation, Reliant Energy
Mid-Atlantic Power Services, Inc., a Delaware corporation, and Reliant Energy
New Jersey Holdings, LLC, a Delaware limited liability company with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended. Capitalized terms used but not defined in this opinion have
the meanings assigned to such terms in the Registration Statement.
The following opinion is based on our review of the Registration
Statement and such other materials and documents as we have deemed appropriate.
In rendering our opinion expressed below, we have assumed the accuracy of the
matters described in the Registration Statement and that the transactions
described in the Registration Statement will take place as stated therein.
Based upon the foregoing, and subject to the assumptions and
limitations set forth in the discussion in the Registration Statement under the
caption "Material United States Federal Income Tax Consequences," such
discussion represents our opinion as to the material United States federal
income tax consequences of the Exchange Offer and of owning and disposing of the
Exchange Certificates.
We express no opinion as to any matter other than the opinion set
forth above. Our opinion is based on the Internal Revenue Code of 1986, as
amended, Treasury regulations promulgated thereunder, and administrative and
judicial interpretations thereof, all as in effect on
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the date hereof. The conclusions reached in this opinion may change as a result
of changes in any of the foregoing.
We hereby consent the use of our name under the captions "Material
United States Federal Income Tax Consequences" and "Legal Matters" in the
prospectus included in the Registration Statement and to the filing of this
opinion with the Commission as an exhibit to the Registration Statement. In
giving such consent, we do not admit that we are within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933 or the
rules and regulations of the Commission thereunder.
Very truly yours,
BAKER BOTTS L.L.P.
By: /s/ JOE S. POFF
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RH/JSP