Subdocument 2 - EX-8.1 - EXHIBIT 8.1
SPECTRA ENERGY PARTNERS, LP filed this Form 8-K on 2/21/2018
February 21, 2018
Spectra Energy Partners,
5400 Westheimer Court
Houston, Texas 77056
Partners, LP Registration Statement on Form S-3
Ladies and Gentlemen:
have acted as counsel for Spectra Energy Partners, LP (the “Partnership”),
a Delaware limited partnership, with respect to certain legal matters in connection with
the sale of limited partnership units pursuant to the part Registration Statement on Form S-3, No. 333-207862
and the prospectus included therein (the “Registration Statement”), and
the prospectus supplement related thereto filed on December 8, 2015 (the “Prospectus Supplement”), to
which this opinion is an exhibit. The Registration Statement relates to the registration under the Securities Act of 1933, as amended,
of common units representing limited partner interests in the Partnership.
This opinion is based
on various facts and assumptions, and is conditioned upon certain representations made by the Partnership as to factual matters
through a certificate of an officer of the Partnership (the “Officer’s Certificate”). In addition,
this opinion is based upon the factual representations of the Partnership concerning its business, properties
and governing documents
as set forth in the Registration Statement.
In our capacity as
counsel to the Partnership, we have made such legal and factual examinations and inquiries, including an examination of originals
or copies certified or otherwise identified to our satisfaction of such documents, corporate records and other instruments, as
we have deemed necessary or appropriate for purposes of this opinion. In our examination, we have assumed the authenticity of all
documents submitted to us as originals, the genuineness of all signatures thereon, the legal capacity of natural persons executing
such documents and the conformity to authentic original documents of all documents submitted to us as copies. For the purpose of
our opinion, we have not made an independent investigation or audit of the facts set forth in the above-referenced documents or
in the Officer’s Certificate. In addition, in rendering this opinion we have assumed the truth and accuracy of all representations
and statements made to us which are qualified as to knowledge or belief, without regard to such qualification.
We hereby confirm that
all statements of legal conclusions contained in the discussion in the Registration Statement under the caption “Material
United States Federal Income Tax Consequences” as updated in the Prospectus Supplement under the caption “Certain United
States Federal Income Tax Considerations ,” (each adopted by Vinson and Elkins L.L.P. as of November 3, 2017), and as further
updated in Exhibit 99.1 to the Form 8-K filed on or about the date hereof, under the caption “Material U.S. Federal Income
Tax Consequences” constitute the opinion of Vinson & Elkins L.L.P. with respect to the matters set forth therein as of
the effective date of the Registration Statement, subject to the assumptions, qualifications, and limitations set forth therein.
This opinion is based on various statutory provisions, regulations promulgated thereunder and interpretations thereof by the Internal
Revenue Service and the courts having jurisdiction over such matters, all of which are subject to change either prospectively or
retroactively. Also, any variation or difference in the facts from those set forth in the representations described above, including
in the Registration Statement and the Officer’s Certificate, may affect the conclusions stated herein.
& Elkins LLP Attorneys at Law
Abu Dhabi Austin Beijing
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York Palo Alto Riyadh Shanghai Tokyo Washington
First City Tower, 1001
Fannin Street, Suite 2500
Houston, TX 77002-6760
Fax +1.713.758.2346 www.velaw.com
No opinion is expressed
as to any matter not discussed in the Registration Statement under the caption “Material United States Federal Income Tax
Consequences,” in the Prospectus Supplement under the caption “Certain United States Federal Income Tax Considerations,”
or in Exhibit 99.1 to the Form 8-K filed on or about the date hereof, under the caption “Material U.S. Federal Income Tax
Consequences.” We are adopting the opinion specified therein and opining herein only as to the federal income tax matter
described above, and we express no opinion with respect to the applicability to, or the effect on, any transaction of other federal
laws, foreign laws, the laws of any state or any other jurisdiction or as to any matters of municipal law or the laws of any other
local agencies within any state.
This opinion is rendered
to you as of the date hereof, and we undertake no obligation to update this opinion subsequent to the date hereof. This opinion
is furnished to you and may be relied on by you in connection with the transactions set forth in the Registration Statement. In
addition, this opinion may be relied on by persons entitled to rely on it pursuant to applicable provisions of federal securities
law, including persons purchasing common units pursuant to the Registration Statement. However, this opinion may not be relied
upon for any other purpose or furnished to, assigned to, quoted to or relied upon by any other person, firm or other entity, for
any purpose, without our prior written consent.
We hereby consent to
the filing of this opinion of counsel as Exhibit 8.1 to the 8-K of the Partnership dated on or about the date hereof, to the incorporation
by reference of this opinion of counsel into the Registration Statement and to the reference to our firm in the Prospectus Supplement.
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, as amended.
Very truly yours,
/s/ VINSON & ELKINS L.L.P.
& Elkins L.L.P.