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EXHIBIT 8.1
November __, 2000
Shamrock Logistics, L.P.
6000 North Loop 1604 West
San Antonio, Texas 78249-1112
RE: SHAMROCK LOGISTICS, L.P.; REGISTRATION STATEMENT ON FORM S-1
Ladies and Gentlemen:
We have acted as special counsel in connection with the
Registration Statement on Form S-1, Registration No. 333-43668 (the
"Registration Statement") of Shamrock Logistics, L.P. (the "Partnership"),
relating to the registration of the offering and sale (the "Offering") of
4,000,000 common units (4,600,000 common units if the underwriters'
over-allotment option is exercised in full) representing limited partner
interests in the Partnership (the "Common Units"). In connection therewith, we
prepared the discussion set forth under the caption "Tax Considerations" (the
"Discussion") in the Registration Statement. Capitalized terms used and not
otherwise defined herein are used as defined in the Registration Statement.
The Discussion, subject to the qualifications stated therein,
constitutes our opinion as to the material United States federal income tax
consequences for purchasers of 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. The
issuance of such consent does not concede that we are an "expert" for the
purposes of the Securities Act of 1933.
Very truly yours,
Andrews & Kurth L.L.P.
