EXHIBIT 8.1

                             ANDREWS & KURTH L.L.P.
                             600 Travis, Suite 4200
                              Houston, Texas 77002

                                  May 30, 2003

Board of Directors
Valero GP, LLC
One Valero Place
San Antonio, Texas 78212

Ladies and Gentlemen:

We have acted as special counsel to Valero Logistics Operations, L.P., a
Delaware limited partnership (the "OLP"), and Valero L.P., a Delaware limited
partnership, in connection with the preparation and filing of the Registration
Statement on Form S-4 (the "Registration Statement") with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Act"), relating to the registration under the Act of $250 million
aggregate principal amount of 6.05% Senior Notes due 2013 (the "Exchange Notes")
to be offered by the OLP in exchange (the "Exchange Offer") for a like principal
amount of its issued and outstanding 6.05% Senior Notes due 2013.

In arriving at the opinion expressed below, we have examined the Registration
Statement, including the form of prospectus included therein and the documents
incorporated by reference therein, and we have made such investigations of law
as we have deemed appropriate as a basis for the opinion expressed below.

Subject to the qualifications and assumptions stated in the Registration
Statement and the limitations and qualifications set forth herein, we are of the
opinion that the description of the United States federal income tax
consequences appearing under the heading "Material federal income tax
consequences" in the prospectus contained in the Registration Statement
accurately describes the material United Stated federal income tax consequences
to the holders described therein of the Exchange Offer and the ownership and
disposition of the Exchange Notes.

This opinion letter is limited to the matters set forth herein, and no opinions
are intended to be implied or may be inferred beyond those expressly stated
herein. Our opinion is rendered as of the date hereof and we assume no
obligation to update or supplement this opinion or any matter related to this
opinion to reflect any change of fact, circumstances, or law after the date
hereof. In addition, our opinion is based on the assumption that the matter will
be properly presented to the applicable court. Furthermore, our opinion is not
binding on the Internal Revenue Service or a court. In addition, we must note
that our opinion represents merely our best legal judgment on the matters
presented and that others may disagree with our conclusion. There can be no
assurance that the Internal Revenue Service will not take a contrary position or
that a court would agree with our opinion if litigated.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm in the prospectus
forming a part of the Registration Statement under the caption "Legal matters."
In giving this consent, however, we do not hereby admit that we are within the
category of persons whose consent is required under section 7 of the Act or the
rules and regulations of the Commission issued thereunder.

                                          Very truly yours,

                                          /s/ ANDREWS & KURTH L.L.P.