EX-8.1 5 d8088193_ex8-1.htm
Exhibit 8.1

 
SEWARD & KISSEL LLP
ONE BATTERY PARK PLAZA
NEW YORK, NEW YORK  10004
 
     
WRITER'S DIRECT DIAL
   
TELEPHONE:  (212)  574-1200
FACSIMILE:  (212) 480-8421
WWW.SEWKIS.COM
901 K STREET, NW
WASHINGTON, D.C. 20001
TELEPHONE:  (202) 737-8833
FACSIMILE:  (202) 737-5184
 


 
October 23, 2018

Dynagas LNG Partners LP
23, Rue Basse
98000 Monaco
Re:                             Dynagas LNG Partners LP
Ladies and Gentlemen:
We have acted as counsel for Dynagas LNG Partners LP, a Marshall Islands limited partnership (the "Partnership"), in connection with the public offer and sale (the "Offering") by the Partnership of up to 2,530,000 units (the "Units") of its 8.75% Series B Fixed to Floating Cumulative Redeemable Perpetual Preferred Units representing limited partnership interests in the Partnership (the "Preferred Units"), including 330,000 Preferred Units in relation to the option granted to the underwriters to purchase additional Preferred Units, pursuant to the Partnership's registration statement on Form F-3 (File No. 333-222237) (the "Registration Statement"), the base prospectus dated January 12, 2018 (the "Base Prospectus"), the preliminary prospectus supplement to the Base Prospectus dated October 16, 2018 (together with the Base Prospectus, the "Preliminary Prospectus") and the final prospectus supplement to the Base Prospectus dated October 16, 2018 (together with the Base Prospectus, the "Prospectus").
We have examined originals or copies, certified or otherwise identified to our satisfaction, of: (i) the Registration Statement; (ii) the Preliminary Prospectus; (iii) the Prospectus; and (iv) such corporate documents and records of the Partnership and such other instruments, certificates and documents as we have deemed necessary or appropriate as a basis for the opinions hereinafter expressed. In such examinations, we have assumed the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies or drafts of documents to be executed, the genuineness of all signatures and the legal competence or capacity of persons or entities to complete the execution of documents. As to various questions of fact that are material to the opinions hereinafter expressed, we have relied upon statements or certificates of public officials, directors and officers of the Partnership and others.
Based on the facts as set forth in the Preliminary Prospectus and the Prospectus, and having regard to legal considerations which we deem relevant, and subject to the qualifications, limitations and assumptions set forth herein, we hereby confirm that we have reviewed the discussion set forth in the Prospectus under the captions "Material United States Federal Income Tax Considerations" and "Non-United States Tax Considerations," and we confirm that the statements in such discussion, to the extent they constitute summaries of law or legal conclusions, unless otherwise noted, are the opinion of Seward & Kissel LLP with respect to U.S. and Marshall Islands tax consequences as of the date of the Prospectus (except for the representations and statements of fact of the Partnership included under such caption, as to which we express no opinion).
Our opinions and the tax discussion as set forth in the Prospectus are based on the current provisions of the U.S. Internal Revenue Code of 1986, as amended, the Treasury Regulations promulgated thereunder, published pronouncements of the Internal Revenue Service, and the law of the Republic of the Marshall Islands, which may be cited or used as precedents, and case law, any of which may be changed at any time with retroactive effect.  No opinion is expressed on any matters other than those specifically referred to above by reference to the Registration Statement.
We hereby consent to the filing of this opinion as an exhibit to a Report on Form 6-K of the Partnership and to each reference to our firm in the Preliminary Prospectus and the Prospectus, without admitting we are "experts" within the meaning of the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder with respect to any part of the Registration Statement.
 
Very truly yours,
   
 
/s/ Seward & Kissel LLP