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¶ – Release Delayed ·As Of Filer Filing For·On·As Docs:Size Issuer Agent 11/01/06 Atlas Energy Resources, LLC S-1/A¶ 16:4.1M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: S-1/A Amendment No. 2 to Form S-1 Registration Statement HTML 2.87M
16: CORRESP ¶ Comment-Response or Other Letter to the SEC HTML 19K
2: EX-1.1 Form of Underwriting Agreement HTML 236K
3: EX-8.1 Opinion of Ledgewood, P.C. HTML 12K
4: EX-10.1 Form of Contribution and Assumption Agreement HTML 67K
5: EX-10.2 Form of Omnibus Agreement HTML 28K
6: EX-10.3 Form of Management Agreement HTML 77K
7: EX-10.4.(A) Master Natural Gas Gathering Agreement HTML 61K
8: EX-10.4.(B) Natural Gas Gathering Agreement HTML 55K
9: EX-10.4.(C) Amendment to Mater Natural Gas Gathering HTML 18K
Agreement
10: EX-10.4.(D) Form of Amendment and Joinder to Gas Gathering HTML 27K
Agreement
11: EX-10.5.(A) Ominbus Agreement, Dated February 2, 2000 HTML 41K
12: EX-10.5.(B) Form of Amendment and Joinder to Omnibus HTML 24K
Agreement
13: EX-10.8 Form of Long-Term Incentive Plan HTML 43K
14: EX-10.9 Drilling and Operating Agreement HTML 152K
15: EX-23.1 Consent of Grant Thornton LLP HTML 8K
| Opinion of Ledgewood, P.C. |
Exhibit 8.1
Atlas Energy Resources, LLC
311 Rouser Road
Ladies and Gentlemen:
We have acted as counsel to Atlas Energy Resources, LLC (“Atlas”), a Delaware limited liability company, in connection with the preparation and filing by Atlas of a registration statement on Form S-1, as amended through the date hereof, under the Securities Act of 1933, as amended, file no. 333-136094 (the “Registration Statement”) with respect to the registration, offer and sale by Atlas (the “Offering”) of up to 6,986,250 common units representing Class B limited liability company interests (the “Common Units”). You have requested our opinion requiring certain U.S. federal income tax matters in connection with the Offering.
For purposes of the opinion set forth below, we have reviewed and relied upon (i) the Registration Statement, and (ii) such other documents, records and instruments as we have deemed necessary or appropriate as a basis for our opinion. In addition, in rendering our opinion we have relied upon certain statements contained in the Registration Statement which we have neither investigated nor verified. We have assumed that all such statements and factual representations are true, correct, complete, and not breached, and that no actions that are inconsistent with such statements and factual representations will be taken.
Any inaccuracy in, or breach of, any of the aforementioned statements, representations and assumptions or any change after the date hereof in applicable law could adversely affect our opinion. No ruling has been (or will be) sought from the Internal Revenue Service (the “IRS”) by Atlas as to the United States federal income tax consequences of the Offering and the ownership and disposition of the Common Units. The opinion expressed herein is not binding on the IRS or any court, and there can be no assurance that the IRS or a court of competent jurisdiction will not disagree with such opinion.
Based upon and subject to the foregoing as well as the limitations set forth below, all statements of legal conclusions contained in the discussion set forth in the Registration Statement under the caption “Material Tax Consequences” (the “Discussion”), unless
Atlas Energy Resources, LLC
Page 2
otherwise noted, are our opinion with respect to the matters set forth therein. In addition, we are of the opinion that the Discussion with respect to those matters as to which no legal conclusions are provided is an accurate discussion of such federal income tax matters (except for the representations and statements of fact of Atlas included in the Discussion, as to which we express no opinion).
The foregoing opinion is limited to the U.S. federal income tax matters addressed in the Registration Statement, and no other opinions are rendered with respect to other federal tax matters or to any issues arising under the tax laws of any other country, or any state or locality. We undertake no obligation to update the opinion expressed herein or in the Registration Statement after the date of this letter.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name as it appears under the caption “Legal Matters” in the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required by Section 7 of the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder by the Securities and Exchange Commission.
| Very truly yours, |
| /s/ Ledgewood |
| LEDGEWOOD |
| a professional corporation |
| This ‘S-1/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
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| Filed on: | 11/1/06 | None on these Dates | ||
| List all Filings | ||||