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Page 1 - Exhibit 8.1

SPECTRA ENERGY PARTNERS, LP filed this Form 8-K on 2/21/2018



Exhibit 8.1


February 21, 2018


Spectra Energy Partners, LP

5400 Westheimer Court

Houston, Texas 77056


RE:Spectra Energy Partners, LP Registration Statement on Form S-3


Ladies and Gentlemen:


We 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.



Vinson & Elkins LLP Attorneys at Law

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