MATERIAL TAX CONSEQUENCES
This section is a discussion of the material tax considerations that may be relevant to prospective common unitholders who are individual
citizens or residents of the U.S. and, unless otherwise noted in the following discussion, is the opinion of Andrews Kurth Kenyon LLP, counsel to our general partner and us, insofar as it relates to matters of U.S. federal income tax law and legal
conclusions with respect to those matters. This section is based upon current provisions of the Internal Revenue Code, existing and proposed Treasury regulations promulgated under the Internal Revenue Code (the Treasury Regulations) and
current administrative rulings and court decisions, all of which are subject to change. Later changes in these authorities may cause the tax consequences to vary substantially from the consequences described below. Unless the context otherwise
requires, references in this section to us, we or Noble Midstream Partners are references to Noble Midstream Partners LP.
The following discussion does not address all federal income tax matters affecting us or the common unitholders and does not describe the
application of the alternative minimum tax that may be applicable to certain common unitholders. Moreover, the discussion focuses on common unitholders who are individual citizens or residents of the U.S. and has only limited application to
corporations, estates, entities treated as partnerships for U.S. federal income tax purposes, trusts, nonresident aliens, U.S. expatriates and former citizens or long-term residents of the United States or other common unitholders subject to
specialized tax treatment, such as banks, insurance companies and other financial institutions,
tax-exempt
institutions, foreign persons, (including, without limitations, controlled foreign corporations,
passive foreign investment companies and
non-U.S.
persons eligible for the benefits of an applicable income tax treaty with the United States), individual retirement accounts (IRAs), real estate
investment trusts (REITs), employee benefit plans or mutual funds, dealers in securities or currencies, traders in securities, U.S. persons whose functional currency is not the U.S. dollar, persons holding their common units
as part of a straddle, hedge, conversion transaction or other risk reduction transaction, and persons deemed to sell their common units under the constructive sale provisions of the Internal Revenue Code. In
addition, the discussion only comments, to a limited extent, on state, local and foreign tax consequences. Accordingly, we urge each prospective common unitholder to consult, and depend on, his own tax advisor in analyzing the federal, state, local
and foreign tax consequences particular to him of the ownership or disposition of the common units.
All statements as to matters of
federal income tax law and legal conclusions with respect thereto, but not as to factual matters, contained in this section, unless otherwise noted, are the opinion of Andrews Kurth Kenyon LLP and are based on the accuracy of the representations
made by us and our general partner.
No ruling has been or will be requested from the IRS regarding our status as a partnership for
federal income tax purposes or any matter affecting prospective common unitholders. Instead, we will rely on opinions and advice of Andrews Kurth Kenyon LLP. Unlike a ruling, an opinion of counsel represents only that counsels best legal
judgment and does not bind the IRS or the courts. Accordingly, the opinions and statements made in this discussion may not be sustained by a court if contested by the IRS. Any contest of this sort with the IRS may materially and adversely impact the
market for the common units and the prices at which the common units trade. In addition, the costs of any contest with the IRS, principally legal, accounting and related fees, will result in a reduction in cash available to pay distributions to our
common unitholders and our general partner and thus will be borne indirectly by our common unitholders and our general partner. Furthermore, the tax treatment of us, or of an investment in us, may be significantly modified by future legislative or
administrative changes or court decisions. Any modifications may or may not be retroactively applied.
For the reasons described below,
Andrews Kurth Kenyon LLP has not rendered an opinion with respect to the following specific federal income tax issues:
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the treatment of a common unitholder whose common units are loaned to a short seller to cover a short sale of common units (please read Tax Consequences of Common Unit OwnershipTreatment of Short
Sales);
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