Tallgrass Energy Partners, LP (Form: S-8, Received: 06/18/2013 14:46:44)

Large accelerated filer

Accelerated filer

Non-accelerated filer

x (Do not check if a smaller reporting company)

Smaller reporting company

As filed with the Securities and Exchange Commission on June 18, 2013

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

the Securities Act of 1933

Tallgrass Energy Partners, LP

(Exact Name of Registrant as Specified in its Charter)

Delaware

46-1972941

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

6640 W. 143rd Street, Suite 200

Overland Park, Kansas 66223

(Address of Principal Executive Offices) (Zip Code)

Tallgrass MLP GP, LLC LONG-TERM INCENTIVE PLAN

(Full title of plan)

George E. Rider

6640 W. 143rd Street, Suite 200

Overland Park, Kansas 66223

(913) 928-6060

(Name, Address and Telephone Number, Including Area Code, of Agent for Service)

Copy to:

Laura Lanza Tyson

Baker Botts L.L.P.

98 San Jacinto Blvd.; Suite 1500

Austin, Texas 78701

(512) 322-2556

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

CALCULATION OF REGISTRATION FEE



Title of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Units, representing limited partner interests	10,000,000	$21.33 (2)	$213,300,000 (2)	$29,095

(1)	Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), there are also being registered such additional common units as may become issuable pursuant to the adjustment provisions of the Tallgrass MLP GP, LLC Long-Term Incentive Plan.

(2)

Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(c) and (h) under the Securities Act. The price for the 10,000,000 common units being registered hereby is based on a price of $21.33, which is the average high and low trading prices per common unit of Tallgrass Energy Partners, LP as reported by the NYSE on June 12, 2013.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Tallgrass MLP GP, LLC (the “General Partner”) will provide all participants in the Tallgrass MLP GP, LLC Long-Term Incentive Plan (the “Plan”) with the document(s) containing the information required by Part I of Form S-8, as specified in Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). In accordance with the note to Part I of Form S-8 and Rule 428 of the Securities Act, Tallgrass Energy Partners, LP (the “Registrant”) has not filed such document(s) with the Commission, but such documents (along with the documents incorporated by reference into this registration statement on Form S-8 (this “Registration Statement”) pursuant to Item 3 of Part II hereof) shall constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.

Incorporation of Documents by Reference.

The following documents filed with the Commission by the Registrant are hereby incorporated in this Registration Statement by reference:

(a) The Registrant’s prospectus filed pursuant to Rule 424(b) on May 14, 2013; and

(b) The description of the Registrant’s common units representing limited partner interests contained in the Registrant’s registration statement on Form 8-A (File No. 001-35917) filed with the Commission on May 8, 2013 pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating, changing or modifying such description.

Except to the extent that information is deemed furnished and not filed pursuant to securities laws and regulations, all documents filed with the Commission by the Registrant pursuant to sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, subsequent to the date hereof and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold, or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents.

Any statement contained herein or incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4.

Description of Securities.

Not applicable.

Item 5.

Interests of Named Experts and Counsel.

Not applicable.

Item 6.

Indemnification of Directors and Officers.

Subject to any terms, conditions, or restrictions set forth in the partnership agreement, Section 17-108 of the Delaware Revised Uniform Limited Partnership Act empowers a Delaware limited partnership to indemnify and hold harmless any partner or other persons from and against all claims and demands whatsoever.

Section 7.7(a) of the Registrant’s Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”) provides that the Registrant will indemnify and hold harmless the following persons (each, an “Indemnitee”), in most circumstances, to the fullest extent permitted by law, from and against all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals:

•

the General Partner;

•

any departing general partner;

•

any person who is or was an affiliate of the General Partner or any departing general partner;

•

any person who is or was a manager, managing member, general partner, director, officer, fiduciary or trustee of the Registrant, its subsidiaries, the General Partner or any departing general partner or any of their affiliates;

•

any person who is or was serving at the request of the General Partner or any departing general partner or any of their respective affiliates as a manager, managing member, general partner, director, officer, fiduciary or trustee of another person owing a fiduciary duty to the Registrant or any of its subsidiaries; and

•

any person the General Partner designates as an indemnitee for purposes of the Partnership Agreement because such person’s status, service or relationship exposes such person to potential claims, demands, suits or proceedings relating to the business and affairs of the Registrant and its subsidiaries treated as a single-consolidated entity.

Any indemnification described above will be made only out of the Registrant’s assets. The General Partner will not be personally liable for such indemnification and will have no obligation to contribute or loan any monies or property to the Registrant to enable the Registrant to effectuate such indemnification.

Section 7.7(b) of the Partnership Agreement states that to the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee in defending any claim, demand, action, suit or proceeding will, from time to time, be advanced by the Registrant prior to a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to Section 7.7 of the Partnership Agreement, the Indemnitee is not entitled to be indemnified upon receipt by the Partnership of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be ultimately determined that the Indemnitee is not entitled to be indemnified as authorized by Section 7.7 of the Partnership Agreement.

The Registrant may purchase and maintain (or reimburse the General Partner or its affiliates for the cost of) insurance, on behalf of the General Partner, its affiliates and such other persons as the General Partner determines, covering liabilities that may be asserted against, or expense that may be incurred by, such persons for the Registrant’s activities or such person’s activities on behalf of the Registrant, regardless of whether the Registrant would have the power to indemnify such person against such liability under the Partnership Agreement.

Subject to any terms, conditions or restrictions set forth in the limited liability company agreement, Section 18-108 of the Delaware Limited Liability Company Act empowers a Delaware limited liability company to indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

Under the second amended and restated limited liability company agreement of the General Partner, in most circumstances, the General Partner will indemnify (i) Tallgrass GP Holdings, LLC; (ii) any person who is or was an affiliate of the General Partner (other than the Registrant and its subsidiaries); (iii) any person who is or was a manager, member, partner, director, officer, fiduciary or trustee of the General Partner or its affiliates (other than the Registrant and its subsidiaries); (iv) any person who is or was serving at the request of the General Partner or its affiliates as an officer, director, member, manager, partner, fiduciary or trustee of another person and (v) any person the Board of the General Partner designates as an “Indemnitee” for purposes of the amended and restated limited liability company agreement of the General Partner.

The General Partner may purchase and maintain (or reimburse its affiliates for the cost of) insurance on behalf of the Indemnitees, the General Partner and its affiliates and such other persons as the General Partner shall determine, against any liability that may be asserted against or expense that may be incurred by such person in connection with the General Partner’s activities or such person’s activities on behalf of the General Partner, regardless of whether the General Partner would have the power to indemnify such person against such liability under the provisions of the amended and restated limited liability agreement of the General Partner.

Item 7.

Exemption from Registration Claimed.

Not applicable.

Item 8.

Exhibits.


Exhibit No.		Description

4.1*		Certificate of Limited Partnership of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Form S-1 (File No. 333-187595), filed on March 28, 2013).

4.2*		Certificate of Amendment to Certificate of Limited Partnership of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Form S-1 (File No. 333-187595), filed on March 28, 2013).

4.3*		Amended and Restated Agreement of Limited Partnership of the Registrant (incorporated by reference to Exhibit 3.2 to Registrant’s Form 8-K, filed on May 17, 2013).

4.4*		Tallgrass MLP GP, LLC Long-Term Incentive Plan (incorporated by reference to Exhibit 10.4 to Registrant’s Form 8-K, filed on May 17, 2013).

4.5		Form of Employee Equity Participation Unit Agreement

5.1		Opinion of Baker Botts L.L.P. as to the legality of the securities being registered.

23.1		Consent of PricewaterhouseCoopers LLP.

23.2		Consent of Baker Botts L.L.P. (included in Exhibit 5.1).

24.1		Power of Attorney (included on the signature page hereof).

*	Incorporated herein by reference as indicated.

Item 9.

Undertakings.

(a)

The undersigned registrant hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that the undertakings set forth in paragraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(2)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions described under Item 6 above, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Overland Park, State of Kansas, on June 17, 2013


TALLGRASS ENERGY PARTNERS, LP
By:		TALLGRASS MLP GP, LLC, its general partner

By:		/s/ David G. Dehaemers, Jr.
		David G. Dehaemers, Jr.
		President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David G. Dehaemers, Jr., George E. Rider and Gary J. Brauchle, and each of them, severally, acting alone and without the other, as his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including pre-effective and post-effective amendments) to this Registration Statement and any additional registration statement pursuant to Rule 462(b) under the Securities Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities indicated below on June 17, 2013


Name	Title	Date

/s/ David G. Dehaemers, Jr. David G. Dehaemers, Jr.	Director, President and Chief Executive Officer (Principal Executive Officer)	June 17, 2013

/s/ Gary J. Brauchle Gary J. Brauchle	Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)	June 17, 2013

/s/ Frank J. Loverro Frank J. Loverro	Director	June 17, 2013

/s/ Stanley de J. Osborne Stanley de J. Osborne	Director	June 17, 2013

/s/ Jeffrey A. Ball Jeffrey A. Ball	Director	June 17, 2013

/s/ John T. Raymond John T. Raymond	Director	June 17, 2013

/s/ William R. Moler William R. Moler	Director	June 17, 2013

Exhibit Index


Exhibit No.		Description

4.1*		Certificate of Limited Partnership of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Form S-1 (File No. 333-187595), filed on March 28, 2013).

4.2*		Certificate of Amendment to Certificate of Limited Partnership of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Form S-1 (File No. 333-187595), filed on March 28, 2013).

4.3*		Amended and Restated Agreement of Limited Partnership of the Registrant (incorporated by reference to Exhibit 3.2 to Registrant’s Form 8-K, filed on May 17, 2013).

4.4*		Tallgrass MLP GP, LLC Long-Term Incentive Plan (incorporated by reference to Exhibit 10.4 to Registrant’s Form 8-K, filed on May 17, 2013).

4.5		Form of Employee Equity Participation Unit Agreement

5.1		Opinion of Baker Botts L.L.P. as to the legality of the securities being registered.

23.1		Consent of PricewaterhouseCoopers LLP.

23.2		Consent of Baker Botts L.L.P. (included in Exhibit 5.1).

24.1		Power of Attorney (included on the signature page hereof).

*	incorporated by reference as indicated.

Exhibit 4.5

TALLGRASS MLP GP, LLC

LONG-TERM INCENTIVE PLAN

EMPLOYEE EQUITY PARTICIPATION UNIT AGREEMENT

This Equity Participation Unit Agreement (“ Agreement ”) between Tallgrass MLP GP, LLC (the “ Company ”) and (the “ Participant ”), regarding an award (this “ Award ”) of Equity Participation Units (as defined in the Tallgrass MLP GP, LLC Long-Term Incentive Plan (the “ Plan ”)) granted to the Participant on , 20 (the “ Grant Date ”), such number of Equity Participation Units subject to adjustment as provided in the Plan, and further subject to the following terms and conditions:

1. Relationship to Plan . This Award is subject to all of the terms, conditions and provisions of the Plan and administrative interpretations thereunder, if any, which have been adopted by the Board or the Committee thereunder and are in effect on the date hereof. Except as otherwise provided herein, capitalized terms shall have the same meanings ascribed to them under the Plan.

2. Vesting Schedule; Settlement .

(a) As used herein the term “In-Service Date” means the date that the Pony Express Crude Oil Pipeline is initially placed into commercial service by Tallgrass Pony Express Pipeline, LLC (“PXP”) for the transport of crude oil from a point of origin in Guernsey, Wyoming and providing delivery to a point of destination in Cushing, Oklahoma.

(b) Except as otherwise provided herein or the Plan, the Equity Participation Units shall vest with respect to (i) 33 and 1/3% of the total number of Equity Participation Units subject to this Award (rounded up to the next whole Unit) on the later to occur of the In-Service Date or May 13, 2015, and (ii) 66 and 2/3% of the total number of Equity Participation Units subject to this Award (rounded up or down to the next whole Unit such that all remaining unvested Equity Participation Units are vested) on the later to occur of the In-Service Date or May 13, 2017; provided, however, that the Participant remains in continuous employment with the Company or its Affiliates through each applicable vesting date and such Equity Participation Units have not previously been forfeited as provided in Section 3 (with such period commencing on the Grant Date and ending on the applicable vesting date, the “ Restricted Period ”). Notwithstanding anything herein to the contrary, if the In-Service Date has not occurred by May 13, 2018 this Award will expire and terminate and no vesting of the Equity Participation Units will thereafter occur.

(c) Upon the occurrence of a Change of Control while the Participant remains in continuous employment with the Company or its Affiliates, all unvested Equity Participation Units shall vest as of the date of the Change of Control.

(d) Within 60 days following the vesting date with respect to an Equity Participation Unit, the Participant shall receive a Unit. Units will be evidenced, at the sole option and in the sole discretion of the Committee, either (i) in book-entry form in the Participant’s name in the Unit register of the Partnership maintained by the Partnership’s transfer agent or (ii) a unit certificate issued in the Participant’s name. Upon delivery of a Unit in respect of an Equity Participation Unit, such Equity Participation Unit shall cease to be outstanding in the Participant’s notional account described in Section 4.

3. Forfeiture of Award . Upon termination of the Participant’s employment with the Company or any of its Affiliates for any reason during the Restricted Period, all Equity Participation Units that have not vested in accordance with Section 2 as of such termination date shall be immediately forfeited by the Participant on such termination date.

4. Bookkeeping Account . During the Restricted Period, the Award of Equity Participation Units hereunder shall be evidenced by entry in a bookkeeping account maintained by the Partnership or its transfer agent.

5. Rights as Unitholder; Delivery of Units . Until delivery of Units as described in Section 2(d), the Participant shall have no rights as a unitholder as a result of the grant of Equity Participation Units hereunder, including the right to vote the Equity Participation Units. The Participant shall not be entitled to receive any distributions with respect to the Equity Participation Units unless the Participant receives a separate grant of Distribution Equivalent Rights. The Company shall not be obligated to deliver any Units if counsel to the Company determines that such sale or delivery would violate any applicable law or any rule or regulation of any governmental authority or any rule or regulation of, or agreement of the Partnership with, any securities exchange or association upon which the Units are listed or quoted. The Company shall in no event be obligated to take any affirmative action in order to cause the issuance or delivery of Units to comply with any such law, rule, regulation or agreement.

6. Assignment of Award . The Participant’s rights under this Agreement and the Plan are personal; no assignment or transfer of the Participant’s rights under and interest in this Award may be made by the Participant.

7. Withholding . No Units shall be delivered hereunder to or in respect of a Participant unless the amount of all federal, state and other governmental withholding tax requirements imposed upon the Company or an Affiliate with respect to the issuance of such Units has been remitted to the Company or an Affiliate or unless provisions to pay such withholding requirements have been made to the satisfaction of the Committee. The Committee may make such provisions as it may deem appropriate for the withholding of any taxes which it determines is required in connection with this Award. The Participant may pay all or any portion of the taxes required to be withheld by the Company or an Affiliate or paid by the Participant in connection with the vesting of all or any portion of this Award by delivering cash, or, with the Committee’s approval, by electing to have the Company or an Affiliate withhold Units, or by delivering previously owned Units, having a Fair Market Value equal to the amount required to be withheld or paid. The Participant may only request the withholding of Units having a Fair Market Value equal to the statutory minimum withholding amount. The Participant must make the foregoing election on or before the date that the amount of tax to be withheld is determined.

8. No Employment Guaranteed . No provision of this Agreement shall confer any right upon the Participant to continued employment with the Company or any Affiliate.

9. Governing Law . This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Delaware.

10. Amendment . This Agreement cannot be modified, altered or amended, except by an agreement, in writing, signed by both the Company and the Participant.

11. Section 409A .

(a) The Equity Participation Units granted pursuant to this Agreement are intended to comply with or be exempt from Code Section 409A, and ambiguous provisions hereof, if any, shall be construed and interpreted in a manner consistent with such intent. No payment, benefit or consideration shall be substituted for the Equity Participation Units if such action would result in the imposition of taxes under Code Section 409A. Notwithstanding anything in this Agreement to the contrary, if any Plan provision or this Agreement results in the imposition of an additional tax under Code Section 409A, that Plan provision or provision of this Agreement shall be reformed, to the extent permissible under Code Section 409A, to avoid imposition of the additional tax, and no such action shall be deemed to adversely affect the Participant’s rights to the Equity Participation Units.

(b) Notwithstanding any provision of the Agreement to the contrary, if the Participant is identified by the Company as a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) on the date on which the Participant has a “separation from service” (other than due to death) within the meaning of Treasury Regulation § 1.409A-1(h), any Equity Participation Units payable or settled on account of a separation from service that are deferred compensation subject to Code Section 409A shall be paid or settled on the earliest of (i) the first business day following the expiration of six months from the Participant’s separation from service, (ii) the date of the Participant’s death, or (iii) such earlier date as complies with the requirements of Code Section 409A.

(c) For all purposes of this Agreement, the Participant shall be considered to have terminated employment with the Company and its Affiliates when the Participant incurs a “separation from service” with the Company within the meaning of Treasury Regulation § 1.409A-1(h).


						TALLGRASS MLP GP, LLC

Date:						By:
						Name:
						Title:

The Participant hereby accepts the foregoing Agreement, subject to the terms and provisions of the Plan and administrative interpretations thereof referred to above.


				PARTICIPANT:


Date:				[Name]

Exhibit 5.1

LOGO

98 SAN JACINTO BLVD.

SUITE 1500

AUSTIN, TEXAS

78701-4078

ABU DHABI

AUSTIN

BEIJING

DALLAS

DUBAI

TEL +1 512.322.2500

FAX +1 512.322.2501

www.bakerbotts.com

HONG KONG

HOUSTON

LONDON

MOSCOW

NEW YORK

PALO ALTO

RIYADH

WASHINGTON

June 18, 2013

Tallgrass Energy Partners, LP

6640 W. 143rd Street, Suite 200

Overland Park, Kansas 66223

Ladies and Gentlemen:

We have acted as counsel to Tallgrass Energy Partners, LP, a Delaware limited partnership (the “Partnership”), and Tallgrass MLP GP, LLC, a Delaware limited liability company and the general partner of the Partnership, with respect to certain legal matters in connection with the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by the Partnership with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to 10,000,000 common units representing limited partner interests of the Partnership (the “Common Units”) that may be issued pursuant to the Tallgrass MLP GP, LLC Long-Term Incentive Plan (as amended, the “Plan”). At your request, this opinion is being furnished to you for filing as Exhibit 5.1 to the Registration Statement.

In our capacity as your counsel in the connection referred to above, we have examined such statutes, including the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”), and the Partnership’s records and documents, certificates of representatives of the Partnership and public officials, and other instruments and documents as we deemed necessary or advisable for the purposes of this opinion. In giving the opinion set forth below, we have relied, without independent investigation or verification, to the extent we deemed appropriate, upon the certificates, statements or other representations of officers or other representatives of the general partner of the Partnership and public officials, with respect to the accuracy of the factual matters contained in or covered by such certificates, statements or representations. In making our examination, we have assumed that all signatures on all documents examined by us are genuine, all documents submitted to us as originals are authentic and complete and all documents submitted to us as copies are true and correct copies of the originals of such documents.

Based upon the foregoing, and subject to the assumptions, limitations and qualifications set forth herein, we are of the opinion that, when issued and delivered by the Partnership against payment therefor from time to time in accordance with the provisions of the Plan, the Common Units will be validly issued, fully paid and nonassessable.

The foregoing opinion is limited in all respects to the Delaware LP Act, as published in effect on the date hereof, and applicable reported judicial decisions, rules and regulations interpreting and implementing those laws. We express no opinion as to the effect of the laws of any other jurisdiction.


		- 2 -		June 18, 2013

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Baker Botts L.L.P.

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of (i) our report dated March 18, 2013 relating to the combined financial statements of Tallgrass Energy Partners Predecessor as of December 31, 2012 and for the period from November 13, 2012 to December 31, 2012; (ii) our report dated March 18, 2013 relating to the combined financial statements of Tallgrass Energy Partners Pre-Predecessor as of December 31, 2011 and for the period from January 1, 2012 to November 12, 2012 and the year ended December 31, 2011; and (iii) our report dated February 11, 2013 relating to the balance sheet of Tallgrass Energy Partners, LP as of February 6, 2013, all of which appear in Tallgrass Energy Partners, LP’s Amendment No. 4 to the Registration Statement on Form S-1 and related Prospectus of Tallgrass Energy Partners, LP.

/s/ PricewaterhouseCoopers LLP

Denver, Colorado

June 18, 2013