TOO Teekay Offshore Partners LP

Teekay Offshore GP LLC, the general partner of Teekay Offshore Partners L.P.(NYSE: TOO), has declared a cash distribution of $0.45 per unit for the quarter ended March 31, 2009. The cash distribution is payable on May 15, 2009 to all unitholders of record on May 8, 2009.

"Our distributable cashflow is based upon our portfolio of medium-term fixed-rate contracts with oil companies and is not exposed to changes in oil prices," commented Peter Evensen, Chief Executive Officer of Teekay Offshore GP LLC. "Our sponsor, Teekay Corporation, has a number of existing FPSOs and shuttle newbuilding units that we hope to acquire in the future which will increase distributable cashflow."

About Teekay Offshore Partners L.P.

Teekay Offshore Partners L.P., a publicly-traded master limited partnership formed by Teekay Corporation (NYSE: TK), is an international provider of marine transportation and storage services to the offshore oil industry. Teekay Offshore Partners L.P. owns a 51 percent interest in and controls Teekay Offshore Operating L.P. (OPCO), a Marshall Islands limited partnership with a fleet of 34 shuttle tankers (including 9 chartered-in vessels), four floating storage and offtake units (FSO) and 11 conventional crude oil Aframax tankers. In addition, Teekay Offshore Partners L.P. has direct ownership interests in two shuttle tankers and one FSO. Teekay Offshore Partners L.P. also has rights to participate in certain floating production, storage and offloading (FPSO) opportunities.

Teekay Offshore Partners' common units trade on the New York Stock Exchange under the symbol "TOO".

FORWARD LOOKING STATEMENTS

This release contains forward-looking statements (as defined in Section 21E of the Securities Exchange Act of 1934, as amended) which reflect management's current views with respect to certain future events and performance, including statements regarding: the Partnership's future growth prospects including the potential for the partnership to acquire existing FPSOs and shuttle newbuilding units from Teekay Corporation. The following factors are among those that could cause actual results to differ materially from the forward-looking statements, which involve risks and uncertainties, and that should be considered in evaluating any such statement: Teekay's shuttle newbuilding units being awarded long-term contracts suitable for the Partnership; the renewal of Teekay's existing FPSO contracts; required approvals by the conflicts committee of the board of directors of the Partnership's general partner to acquire any offshore projects offered by Teekay; changes in production of offshore oil, either generally or in particular regions; changes in trading patterns significantly affecting overall vessel tonnage requirements; changes in applicable industry laws and regulations and the timing of implementation of new laws and regulations; the potential for early termination of long-term contracts and inability of the Partnership to renew or replace long-term contracts; the Partnership's ability to raise financing to purchase additional vessels; and other factors discussed in Teekay Offshore's filings from time to time with the SEC, including its Report on Form 20-F for the fiscal year ended December 31, 2007. The Partnership expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Partnership's expectations with respect thereto or any change in events, conditions or circumstances on which any such statement is based.

Contacts: Teekay Offshore Partners L.P. Kent Alekson Investor Relations Enquiries +1 (604) 609-6442 Teekay Offshore Partners L.P. Alana Duffy Media Enquiries +1 (604) 844-6605 www.teekayoffshore.com