EXHIBIT 8.1


             [AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P. LETTERHEAD]



                                February 7, 2002



El Paso Energy Partners, L.P.
El Paso Energy Partners Finance Corporation
1001 Louisiana Street, 30th Floor
Houston, Texas 77002

         Re: El Paso Energy Partners, L.P.
             El Paso Energy Partners Finance Corporation
             Registration Statement Form S-3 (Registration Nos. 333-81772
             through 333-81772-20)

Ladies and Gentlemen:

         We have acted as counsel to El Paso Energy Partners, L.P., a Delaware
limited partnership (the "PARTNERSHIP"), and El Paso Energy Partners Finance
Corporation, a Delaware corporation (together with the Partnership, the
"COMPANIES"), in connection with the registration, pursuant to a registration
statement on Form S-3, as amended (the "REGISTRATION STATEMENT"), filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "ACT"), relating to the offering and sale (the "OFFERING") from time to
time, as set forth in the Registration Statement, the form of prospectus
contained therein (the "PROSPECTUS"), and one or more supplements to the
Prospectus, of one or more classes or series of capital securities representing
limited partnership interests of the Partnership (the "COMMON UNITS"), one or
more series of debt securities (the "DEBT SECURITIES") of the Companies, and of
the guarantees (the "GUARANTEES") of the guarantors (the "GUARANTORS") listed in
the Registration Statement (collectively, the Common Units, the Debt Securities
and the Guarantees are the "SECURITIES"), having an aggregate offering price not
to exceed U.S. $1,000,000,000, on terms to be determined at the time of each
offering. The Debt Securities will be issued under an indenture to be entered
into by the Companies, the Guarantors and a trustee to be named therein. In

El Paso Energy Partners, L.P.
El Paso Energy Partners Finance Corporation
February 7, 2002
Page 2


connection therewith, we have participated in the discussion set forth under the
caption "Income Tax Considerations" (the "DISCUSSION") in the Registration
Statement with respect to the Securities.

         The Discussion, subject to the qualifications stated therein,
constitutes our opinion as to the material United Stated federal income tax
consequences for purchasers of the Common Units pursuant to the Offering.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the Discussion. In giving
this consent, we do not thereby admit that we are within the category of persons
whose consent is required under Section 7 of the Act and the rules and
regulations thereunder. We also consent to your filing copies of this opinion as
an exhibit to the Registration Statement.


                                 Very truly yours,

                                 /s/ AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.

                                 AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.