Exhibit 8.1
RE: REGISTRATION STATEMENT ON FORM S-1
Ladies and Gentlemen:
We have acted as special counsel for Duncan Energy Partners L.P. (the
“Partnership”), a
Delaware limited partnership, with respect to certain legal matters in connection with the offer
and sale (the
“Offering”) of common units representing limited partner interests in the Partnership
(
“Common Units”). We have also participated in the preparation of a Registration Statement on Form
S-1 and the amendments thereto (No.
333-138371) (such registration statement, as amended, the
“Registration Statement”) to which this opinion is an exhibit. In connection therewith, we have
participated in the preparation of the discussion set forth under the caption
“Material Tax
Consequences” (the
“Discussion”) in the Registration Statement.
The Discussion, subject to the qualifications and assumptions stated in the Discussion and the
limitations and qualifications set forth herein, constitutes our opinion as to the material United
States federal income tax consequences for purchasers of the Common Units pursuant to the Offering.
This opinion letter is limited to the matters set forth herein, and no opinions are intended
to be implied or may be inferred beyond those expressly stated herein. Our opinion is rendered as
of the date hereof and we assume no obligation to update or supplement this opinion or any matter
related to this opinion to reflect any change of fact, circumstances, or law after the date hereof.
In addition, our opinion is based on the assumption that the matter will be properly presented to
the applicable court.
Furthermore, our opinion is not binding on the Internal Revenue Service or a court. In
addition, we must note that our opinion represents merely our best legal judgment on the matters
presented and that others may disagree with our conclusion. There can be no assurance that the
Internal Revenue Service will not take a contrary position or that a court would agree with our
opinion if litigated.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement
and to the references to our firm and this opinion contained in the Discussion. In giving this
consent, we do not admit that we are “experts” under the Securities Act of 1933, as amended, or
under the rules and regulations of the Securities and Exchange Commission relating thereto, with
respect to any part of the Registration Statement.
Very truly yours,
