<DOCUMENT>
<TYPE>EX-99.N.2
<SEQUENCE>8
<FILENAME>c81634a2exv99wnw2.txt
<DESCRIPTION>OPINION
<TEXT>
<PAGE>
                                                                     EXHIBIT n.2


                     (BLACKWELL SANDERS PEPER MARTIN LOGO)


               2300 MAIN STREET SUITE 1000 KANSAS CITY, MO 64108
                   P.O. BOX 419777 KANSAS CITY, MO 64141-6777
                    TEL: (816) 983-8000 FAX: (816) 983-8080
                       WEBSITE: www.blackwellsanders.com



                                February 19, 2004



Tortoise Energy Infrastructure Corporation
10801 Mastin Boulevard, Suite 222
Overland Park, Kansas  66210

         RE:     Tax Opinion in Connection with Registration Statement for
                 Tortoise Energy Infrastructure Corporation

Dear Ladies and Gentlemen:

         We have acted as tax counsel to Tortoise Energy Infrastructure
Corporation, a Maryland corporation (the "Company"), in connection with the
preparation of its Registration Statement on Form N-2 (the "Registration
Statement"), relating to the registration of Common Stock of the Company. You
have requested our opinion regarding whether a dividend paid by the Company will
be treated as unrelated business taxable income of a tax-exempt shareholder of
Company.

         In rendering this opinion, we have reviewed the Registration Statement,
the Statement of Additional Information and such other documents as we have
deemed necessary. In our review, we have assumed the genuineness of all
signatures, the proper execution of all documents, the authenticity of all
documents submitted to us as originals, the conformity to originals of all
documents submitted to us as copies and the authenticity of the originals of any
copies.

         For purposes of this opinion, with respect to matters of fact, we have
relied upon the representations of fact set forth in a certificate of an officer
of the Company (the "Officer's Certificate"). Although we have not independently
verified the truth, accuracy or completeness of the factual representations
contained in the Officer's Certificate and the underlying assumptions upon which
they are based, nothing has come to the attention of the attorneys responsible
for the preparation of the Registration Statement and the Statement of
Additional Information, that would cause them to question such representations.

         The Company anticipates that one or more entities (an "Exempt Entity")
which are exempt from Federal income tax under section 501(c)(3) of the Internal
Revenue Code of 1986 (the "Code") will acquire Company stock. We assume for
purposes of this letter that (i) no such Exempt Entity will incur or carry any
acquisition indebtedness, within the meaning of Code


<Table>
<S>                                             <C>
  KANSAS CITY, MISSOURI o ST. LOUIS, MISSOURI o OVERLAND PARK, KANSAS o OMAHA, NEBRASKA
 SPRINGFIELD, MISSOURI o EDWARDSVILLE, ILLINOIS o WASHINGTON, D.C. o LONDON, UNITED KINGDOM

     AFFILIATES: LEEDS o MANCHESTER o MEXICO CITY o MONTREAL o TORONTO o VANCOUVER
</Table>

<PAGE>


Tortoise Energy Infrastructure Corporation
February 19, 2004
Page 2

section 514(c), with respect to the Company stock, (ii) such Exempt Entity will
hold the Company stock as an investment asset, and (iii) such Exempt Entity will
not utilize the Company stock in any trade or business.

         Based upon the foregoing assumptions, the dividend income received by
the Exempt Entity from the Company will be excluded from being treated as
unrelated business taxable income of such Exempt Entity. In addition, any
capital gain or loss recognized by the Exempt Entity from the sale or exchange
of Company stock will be excluded from being treated as unrelated business
taxable income of such Exempt Entity.

         If any of the information or assumptions on which we have relied is
incorrect, or if changes in the relevant facts occur after the date hereof, our
opinion could be affected thereby. Moreover, our opinion is based on the
Internal Revenue Code of 1986, as amended through the date hereof, the Treasury
regulations thereunder, published rulings of the Internal Revenue Service, cases
and other relevant authority. These authorities are all subject to change, and
such change may be made with retroactive effect. We can give no assurance that,
after such change, our opinion would not be different.

         We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the Prospectus included in the Registration Statement. By giving
this consent, we do not admit that we are within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933, as amended,
and the rules and regulation promulgated thereunder.

                                     Very truly yours,


                                     /S/ Blackwell Sanders Peper Martin LLP


                                     Blackwell Sanders Peper Martin LLP





JRS


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