<DOCUMENT>
<TYPE>EX-8.2
<SEQUENCE>4
<FILENAME>o18083exv8w2.txt
<DESCRIPTION>TAX OPINION OF WATSON, FARLEY & WILLIAMS
<TEXT>
<PAGE>
                                                                     EXHIBIT 8.2


                                        WATSON, FARLEY & WILLIAMS (NEW YORK) LLP

Our reference: 02375.50009/19078537 v2                           100 Park Avenue
                                                        New York, New York 10017

                                                              Tel (212) 922 2200

                                                              Fax (212) 922 1512

November 2, 2005

Teekay LNG Partners L.P.
TK House, Bayside Executive Park
West Bay Street and Blake Road
Nassau, Commonwealth of the Bahamas

TEEKAY LNG PARTNERS L.P. - REGISTRATION STATEMENT ON FORM F-1

Dear Sirs:

We have acted as special counsel as to matters of the law of the Republic of The
Marshall Islands ("Marshall Islands Law") for Teekay LNG Partners L.P., a
Marshall Islands limited partnership (the "Partnership"), in connection with the
preparation of a Registration Statement on Form F-1 (such Registration
Statement, as amended at the effective date thereof, being referred to herein as
the "Registration Statement") filed by the Partnership with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended (the
"Act"), and the rules and regulations thereunder, with respect to the issuance
and sale by the Partnership of up to 4,000,000 common units (the "Common Units")
of the Partnership.

In so acting, we have examined originals, or copies, certified to our
satisfaction, of the Registration Statement and the prospectus (the
"Prospectus") included therein, and originals, or copies certified to our
satisfaction, of all such records of the Partnership, agreements and other
documents, certificates of public officials, officers and representatives of the
Partnership, Teekay GP L.L.C., a Marshall Islands limited liability company and
the general partner (the "General Partner") of the Partnership, and other
appropriate persons, and such other documents as we have deemed necessary as a
basis for the opinions hereinafter expressed. In such examinations, we have
assumed without independent investigation, (a) the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as photostatic
or facsimile copies, and the authenticity of the originals of such copies and
(b) the accuracy of the factual representations made to us by officers and other
representatives of the Partnership and the General Partner, whether evidenced by
certificates or otherwise.

This opinion is limited to Marshall Islands Law and is as of the effective date
of the Registration Statement.

<PAGE>
Teekay LNG Partners L.P.
November 2, 2005                                                         Page  2


Based on the foregoing and having regard to legal considerations which we deem
relevant, we are of the opinion that the statements in the Prospectus under the
captions "Business - Taxation of the Partnership - Marshall Islands Taxation"
and "Non-United States Tax Consequences - Marshall Islands Taxation" and
"Non-United States Tax Consequences - Marshall Islands Tax Consequences",
insofar as such statements constitute summaries of the legal matters referred to
therein, fairly present the information expected to be relevant to holders of
the Common Units offered pursuant to the Prospectus and fairly summarize the
matters referred to therein.

We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to our name in the Prospectus under the captions
"Business - Taxation of the Partnership - Marshall Islands Taxation" and
"Non-United States Tax Consequences - Marshall Islands Tax Consequences". In
giving such consent, we do not admit that we are in the category of persons
whose consent is required under Section 7 of the Act.

Very truly yours,

/S/ WATSON, FARLEY & WILLIAMS (NEW YORK) LLP


London o Athens o Paris o New York o Singapore o Bangkok o Rome o Hamburg

Watson, Farley & Williams (New York) LLP is a limited liability partnership
registered in England and Wales with registered number OC312253. It is regulated
by the Law Society of England and Wales and its members are solicitors or
registered foreign lawyers. A list of members of Watson, Farley & Williams (New
York) LLP and their professional qualifications is open to inspection at the
above address. Any reference to a "partner" in relation to Watson, Farley &
Williams (New York) LLP means a member, partner, consultant or employee of
Watson, Farley & Williams (New York) LLP or an affiliated undertaking.

Watson, Farley & Williams (New York) LLP or an affiliated undertaking has an
office in each of the cities listed above.
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