Exhibit 8.1
WEIL, GOTSHAL & MANGES LLP
A LIMITED LIABILITY PARTNERSHIP
INCLUDING PROFESSIONAL CORPORATIONS
767 FIFTH AVENUE
NEW YORK, NY 10153
212-310-8000
(FAX) 212-310-8007
August 1, 2000
Suburban Propane Partners, L.P.
One Suburban Plaza
240 Route 10 West
Whippany, NJ 07981
RE: TAX OPINION
-----------
Ladies and Gentlemen:
We have acted as federal tax counsel to Suburban Propane
Partners, L.P. (the "Partnership") in connection with the Partnership's
Registration Statement on Form S-3 (the "Registration Statement"), relating to
the registration of the offering and sale of common units of the Partnership
(the "Common Units") to be issued and sold by the Partnership from time to time.
All capitalized terms not otherwise defined herein shall have the meanings
ascribed to them in the Registration Statement.
In so acting, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the Registration
Statement, (ii) the Second Amended and Restated Agreement of Limited Partnership
of Suburban Propane Partners, L.P., dated as of May 26, 1999 (the "Partnership
Agreement"), (iii) the Amended and Restated Agreement of Limited Partnership of
Suburban Propane, L.P. (the "Operating Partnership"), dated as of March 4, 1996
(the "Operating Partnership Agreement"), (iv) the representations attached
hereto as Exhibit 1, and (v) such agreements, documents and other instruments as
we have deemed necessary or appropriate (the aforementioned documents together,
the "Documents"), and have made such inquiries of such officers and
representatives of the Partnership and such other persons, as we have deemed
relevant and necessary as a basis for the opinion hereinafter set forth. In such
examination, we have assumed, without investigation, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified or photostatic copies, the
authenticity of the originals of such latter documents, the genuineness of all
signatures, the legal capacity of all natural persons, and the correctness of
all representations made therein or otherwise made to us. We have further
assumed that there are no agreements or understandings between or among
<PAGE>
August 1, 2000
Page 2
the parties to the Documents with respect to the transactions contemplated
therein other than those contained in the Documents.
Based on the foregoing, subject to the next paragraph and
assuming full compliance with all the terms of the Documents, it is our opinion
that, for federal income tax purposes (i) the Partnership and the Operating
Partnership will each constitute a partnership and not an association or
publicly traded partnership taxable as a corporation, (ii) owners of the Common
Units, with certain exceptions (described in the Registration Statement) will be
treated as partners of the Partnership, and (iii) all statements as to matters
of law and legal conclusions contained in the Registration Statement under the
caption "Tax Considerations -- Federal Income Tax Considerations," except to the
extent qualified therein and herein, are correct in all material respects and
reflect our opinion as of the date hereof.
The foregoing opinion relates solely to federal income tax
law and is based on current provisions of the Internal Revenue Code of 1986, as
amended, the Treasury Regulations promulgated thereunder, published
pronouncements of the Internal Revenue Service, and case law. Any rules set
forth in any of the foregoing authorities may be changed at any time with
retroactive effect. Further you should be aware that opinions of counsel are not
binding on the Internal Revenue Service or the courts. We express no opinion
either as to any matters not specifically covered by the foregoing opinion or as
to the effect on the matters covered by this opinion of the laws of any other
jurisdictions.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
/s/ WEIL, GOTSHAL & MANGES LLP
<PAGE>
Exhibit 1
Suburban Propane Partners, L.P.
Suburban Propane, L.P.
In connection with the opinion of counsel to be dated August 1, 2000,
and delivered by Weil, Gotshal & Manges LLP (the "Opinion"), the undersigned
Edward Grabowiecki, does hereby certify that I am an authorized signatory of
each of Suburban Propane Partners, L.P. ("Suburban") and Suburban Propane, L.P.
(the "Operating Partnership") and that in connection with this Certificate I
have undertaken all necessary internal review to enable me to provide the
certification set forth herein. All defined terms used herein and not otherwise
defined shall have the meanings ascribed thereto in the Opinion or in the
Registration Statement.
The Opinion is being rendered in connection with the preparation of,
and will be an exhibit attached to, the Registration Statement. In connection
with the Opinion, I hereby certify on behalf of Suburban and the Operating
Partnership that:
(i) Neither Suburban nor the Operating Partnership has elected or
will elect to be treated as an association taxable as a
corporation, or as a corporation,
(ii) Suburban and the Operating Partnership have been and will be
operated in accordance with:
(a) all applicable partnership statutes,
(b) the Partnership Agreement or the Operating
Partnership Agreement (whichever is applicable), and
(c) the description of the applicable agreement in the
Registration Statement,
(iii) For each taxable year, more than 90% of the gross income of
Suburban and the Operating Partnership will be derived from:
(a) the exploration, development, production, processing,
refining, transportation or marketing of any mineral
or natural resource, all within the meaning of
Section 7704(d) of the Internal Revenue Code of 1986,
as amended (the "Code"), or
(b) other items of "qualifying income" within the meaning
of Section 7704(d) of the Code; and
(iv) Neither Suburban nor the Operating Partnership (or any portion
of either) is or will be a "taxable mortgage pool" within the
meaning of Section 7701(i) of the Code.
<PAGE>
In WITNESS WHEREOF, I have signed my name on this 31st day of July,
2000.
Edward Grabowiecki
Vice President, Controller and
Chief Accounting Officer
Suburban Propane Partners, L.P.
Suburban Propane, L.P.
2
