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EXHIBIT 8.1
[Letterhead of Akin, Gump, Strauss, Hauer & Feld, L.L.P.]
June 30, 2000
El Paso Energy Partners, L.P.
El Paso Energy Building
1001 Louisiana Street, 26th Floor
Houston, Texas 77002
Re: Shelf Registration Statement - Form S-3
Ladies and Gentlemen:
We have acted as counsel to El Paso Energy Partners, L.P., a
Delaware limited partnership (the "Partnership"), in connection with the
preparation of the Registration Statement on Form S-3, as amended (Registration
No. 333-85987) (the "Registration Statement"), filed with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Act of 1933,
as amended (the "Act") on June 30, 2000. The Registration Statement relates to
the offering from time to time, as set forth in the Registration Statement, the
form of prospectus contained therein (the "Prospectus") and one or more
supplements to the Prospectus (each, a "Prospectus Supplement"), of one or more
classes or series of capital securities representing limited partner interests
("Securities") of the Partnership, having an aggregate public offering price
not to exceed U.S. $500,000,000, on terms to be determined at the time of the
offering. In connection therewith, we have participated in the preparation of
the discussion set forth under the caption "Income Tax Considerations" (the
"Discussion") in the Registration Statement with respect to the Common Units.
The Discussion, subject to the qualifications stated therein,
constitutes our opinion as to the material United States federal income tax
consequences for purchasers of the 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. In giving
this consent we do not admit that we are "experts" under the Securities Act of
1933, as amended, or the rules and regulations of the Commission issued
thereunder, with respect to any part of the Registration Statement, including
this exhibit.
Very truly yours,
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
