Exhibit 8.1
November 4, 2014
Antero Resources Midstream LLC
1615 Wynkoop Street
Denver, Colorado 80202
RE: Registration Statement on Form S-1
Ladies and Gentlemen:
We have acted as counsel for Antero Resources Midstream LLC, a Delaware limited liability company (the “Company”), with respect to certain legal matters in connection with the initial offer and sale of common units representing limited partner interests in Antero Midstream Partners LP, a Delaware limited partnership to be formed upon the conversion of the Company as described in the Registration Statement (the “Partnership”), under the Securities Act of 1933, as amended (the “Securities Act”). We have also participated in the preparation of a Prospectus dated October 29, 2014 (the “Prospectus”), forming part of the Registration Statement on Form S-1, No. 333-193798, as amended (such registration statement, together with the registration statement filed by the Company on the date hereof pursuant to Rule 462(b) under the Securities Act, being collectively referred to herein as the “Registration Statement”), filed by the Company with the Securities and Exchange Commission.
This opinion is based on various facts and assumptions, and is conditioned upon certain representations made by the Company as to factual matters through a certificate of an officer of the Company (the “Officer’s Certificate”). In addition, this opinion is based upon the factual representations of the Company concerning its business, properties and governing documents as set forth in the Registration Statement.
In our capacity as counsel to the Company, we have made such legal and factual examinations and inquiries, including an examination of originals or copies certified or otherwise identified to our satisfaction of such documents, corporate records and other instruments, as we have deemed necessary or appropriate for purposes of this opinion. In our examination, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures thereon, the legal capacity of natural persons executing such documents and the conformity to authentic original documents of all documents submitted to us as copies. For the purpose of our opinion, we have not made an independent investigation or audit of the facts set forth in the above-referenced documents or in the Officer’s Certificate. In addition, in rendering this opinion we have assumed the truth and accuracy of all representations and statements made to us which are qualified as to knowledge or belief, without regard to such qualification.
We hereby confirm that all statements of legal conclusions contained in the discussion in the Prospectus under the caption “Material U.S. Federal Income Tax Consequences” constitute the opinion of Vinson & Elkins L.L.P. with respect to the matters set forth therein as of the effective date of the Registration Statement, subject to the assumptions, qualifications, and limitations set forth therein. This opinion is based on various statutory provisions, regulations promulgated thereunder and interpretations thereof by the Internal Revenue Service and the courts having jurisdiction over such matters, all of which are subject to change either prospectively or retroactively. Also, any variation or difference in the facts from those set forth in the representations described above, including in the Registration Statement and the Officer’s Certificate, may affect the conclusions stated herein.
No opinion is expressed as to any matter not discussed in the Prospectus under the caption “Material U.S. Federal Income Tax Consequences.” We are opining herein only as to the federal income
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