<SUBMISSION>
<ACCESSION-NUMBER>0000898822-05-000713
<TYPE>POS AM
<PUBLIC-DOCUMENT-COUNT>4
<FILING-DATE>20050707
<DATE-OF-FILING-DATE-CHANGE>20050707
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>VALERO L P
<CIK>0001110805
<ASSIGNED-SIC>4610
<IRS-NUMBER>742956831
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>POS AM
<ACT>33
<FILE-NUMBER>333-120726
<FILM-NUMBER>05943172
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>P.O. BOX 696000
<CITY>SAN ANTONIO
<STATE>TX
<ZIP>78269-6000
<PHONE>2103452000
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>P.O. BOX 696000
<CITY>SAN ANTONIO
<STATE>TX
<ZIP>78269-6000
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>SHAMROCK LOGISTICS LP
<DATE-CHANGED>20000331
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>POS AM
<SEQUENCE>1
<FILENAME>posefftaxopin.txt
<TEXT>
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 7, 2005

                                                     REGISTRATION NO. 333-
--------------------------------------------------------------------------------
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  -------------
                         POST-EFFECTIVE AMENDMENT NO. 1
                                       TO
                                    FORM S-4
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                  -------------

                                   VALERO L.P.
             (Exact Name of Registrant as Specified in Its Charter)

       DELAWARE                       4610                   74-2956831
   (State or Other             (Primary Standard          (I.R.S. Employer
   Jurisdiction of                 Industrial              Identification
   Incorporation or            Classification Code             Number)
    Organization)                  Number)

                                ONE VALERO WAY
                           SAN ANTONIO, TEXAS 78249
                                (210) 345-2000
         (Address, Including Zip Code, and Telephone Number, Including
            Area Code, of Registrant's Principal Executive Offices)

                                 -------------
                              CURTIS V. ANASTASIO
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                VALERO GP, LLC
                                ONE VALERO WAY
                           SAN ANTONIO, TEXAS 78249
                                (210) 345-2000
           (Name, Address, Including Zip Code, and Telephone Number,
                  Including Area Code, of Agent for Service)

                                 -------------
                                   COPIES TO:

   JOHN A. WATSON, ESQ.       GISLAR DONNENBERG, ESQ.   LAWRENCE S. MAKOW, ESQ.
FULBRIGHT & JAWORSKI L.L.P.     ANDREWS KURTH LLP         WACHTELL, LIPTON,
1301 MCKINNEY, SUITE 5100    600 TRAVIS, SUITE 4200         ROSEN & KATZ
  HOUSTON, TEXAS 77010         HOUSTON, TEXAS 77002      51 WEST 52ND STREET
   (713) 651-5151                 (713) 220-4200      NEW YORK, NEW YORK  10019
                                                            (212) 403-1000
<PAGE>
     APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effectiveness of this Registration Statement and the
satisfaction or waiver of all other conditions to the merger of Kaneb Pipe Line
Partners, L.P., or Kaneb Partners, with a subsidiary of the Registrant pursuant
to the Agreement and Plan of Merger by and among the Registrant, Kaneb Partners
and the other parties thereto described in the enclosed document.

     If the securities being registered on this form are to be offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. |_|

     If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|

     If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |X| 333-120726

                                 -------------
     THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE
ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
--------------------------------------------------------------------------------



<PAGE>
                               EXPLANATORY NOTE

This Post-Effective Amendment No. 1 to Form S-4 Registration Statement No.
333-120726 is filed solely to file Exhibits 8.1a, 8.2a and 8.3a as additional
exhibits to the Registration Statement.  In accordance with Section 462(d) of
the Securities Act of 1933, as amended, this Post-Effective Amendment shall
become effective immediately upon filing with the Securities and Exchange
Commission.


                                    PART II
                    INFORMATION NOT REQUIRED IN PROSPECTUS


ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

 2.1   Agreement and Plan of Merger, dated as of October 31, 2004, by and among
       Valero L.P., Riverwalk Logistics, L.P., Valero GP, LLC, Valero L.P. Sub
       A LLC and Kaneb Services LLC (attached as Appendix A to the Proxy
       Statement/Prospectus included in this Registration Statement).
 2.2   Agreement and Plan of Merger, dated as of October 31, 2004, by and among
       Valero L.P., Riverwalk Logistics, L.P., Valero GP, LLC, Valero L.P. Sub
       B LLC, Kaneb Pipe Line Partners, L.P. and Kaneb Pipe Line Company LLC
       (attached as Appendix B to the Proxy Statement/Prospectus included in
       this Registration Statement).
 5.1   Opinion of Bradley C. Barron, Esq. as to the legality of the securities.*
 8.1   Opinion of Andrews Kurth LLP as to certain tax matters.*
8.1a   Opinion of Andrews Kurth LLP as to certain tax matters.
 8.2   Opinion of Wachtell, Lipton, Rosen & Katz as to certain tax matters.*
8.2a   Opinion of Wachtell, Lipton, Rosen & Katz as to certain tax matters.
 8.3   Opinion of Fulbright & Jaworski L.L.P. as to certain tax matters.*
8.3a   Opinion of Fulbright & Jaworski L.L.P. as to certain tax matters.
23.1   Consent of Ernst & Young LLP.*
23.2   Consent of KPMG LLP for Kaneb Services.*
23.3   Consent of KPMG LLP for Kaneb Partners.*
23.4   Consent of Bradley C. Barron, Esq. (included in opinion filed as Exhibit
       5.1).*
23.5   Consent of Andrews Kurth LLP (included in opinion filed as Exhibit 8.1).*
23.5a  Consent of Andrews Kurth LLP (included in opinion filed as Exhibit 8.1a).
23.6   Consent of Wachtell, Lipton, Rosen & Katz (included in opinion filed as
       Exhibit 8.2).*
23.6a  Consent of Wachtell, Lipton, Rosen & Katz (included in opinion filed as
       Exhibit 8.2a).
23.7   Consent of Fulbright & Jaworski (included in opinion filed as Exhibit
       8.3).*
23.7a  Consent of Fulbright & Jaworski (included in opinion filed as Exhibit
       8.3a).
24.1   Powers of Attorney (included on signature page hereto).*
99.1   Form of Proxy for Holders of Valero L.P. common units.*
99.2   Form of Proxy for Holders of Kaneb Partners units.*
99.3   Form of Proxy for Holders of Kaneb Services common shares.*
99.4   Consent of Credit Suisse First Boston LLC.*
99.5   Consent of Raymond James & Associates, Inc.*
99.6   Consent of Houlihan Lokey Howard & Zukin Financial Advisors, Inc.*
--------------------
* Previously filed.

<PAGE>
                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended,
Valero L.P. has duly caused this Amendment No. 1 to Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in San
Antonio, State of Texas, on the 6th day of July, 2005.

                                         VALERO L.P.

                                         By: RIVERWALK LOGISTICS, L.P.
                                             its general partner

                                         By: VALERO GP, LLC
                                             its general partner

                                         By:
                                                /s/  Curtis V. Anastasio
                                              ------------------------
                                              Name:  Curtis V. Anastasio
                                              Title: President and Chief
                                                     Executive Officer


                               POWER OF ATTORNEY

     Each person whose signature appears below hereby appoints Curtis V.
Anastasio, Steven A. Blank, Clayton E. Killinger and Bradley C. Barron, and each
of them, any of whom may act without the joinder of the others, as his true and
lawful attorney-in-fact and agents, 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 post-effective amendments)
to this Registration Statement and any Registration Statement (including any
amendment thereto) for this offering that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to
file the same, with all exhibits thereto, and all 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 and necessary to be done, as fully to all intents
and purposes as he might or would do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them or their or his
substitute and substitutes, may lawfully do or cause to be done by virtue
hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 1 to Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated below.

         SIGNATURE                                    TITLE
------------------------------ -------------------------------------------------

             *
------------------------------ -------------------------------------------------
     William E. Greehey               Chairman of the Board and Director

             *
------------------------------ -------------------------------------------------
    Curtis V. Anastasio                President, Chief Executive Officer
                                                and Director
                                       (Principal Executive Officer)
             *
------------------------------ -------------------------------------------------
      Steven A. Blank                    Senior Vice President and Chief
                                              Financial Officer
                                       (Principal Financial Officer)
<PAGE>
             *
------------------------------ -------------------------------------------------
     Clayton E. Killinger                 Vice President and Controller
                                         (Principal Accounting Officer)
             *
------------------------------ -------------------------------------------------
        Dan J. Hill                               Director

             *
------------------------------ -------------------------------------------------
     William R. Klesse                            Director

             *
------------------------------ -------------------------------------------------
      Gregory C. King                             Director

             *
------------------------------ -------------------------------------------------
    H. Frederick Christie                         Director

             *
------------------------------ -------------------------------------------------
      Rodman D. Patton                            Director

             *
------------------------------ -------------------------------------------------
     Robert A. Profusek                           Director

     Each person above holds his respective position at both Valero GP, LLC (the
general partner of Riverwalk Logistics, L.P., the general partner of Valero
L.P.) and Valero GP, Inc. (the general partner of Valero Logistics Operations,
L.P.).

*By:
     /s/ Bradley C. Barron
     ---------------------
       Bradley C. Barron
       ATTORNEY-IN-FACT

<PAGE>

                                 EXHIBIT INDEX
 2.1   Agreement and Plan of Merger, dated as of October 31, 2004, by and among
       Valero L.P., Riverwalk Logistics, L.P., Valero GP, LLC, Valero L.P. Sub
       A LLC and Kaneb Services LLC (attached as Appendix A to the Proxy
       Statement/Prospectus included in this Registration Statement).
 2.2   Agreement and Plan of Merger, dated as of October 31, 2004, by and among
       Valero L.P., Riverwalk Logistics, L.P., Valero GP, LLC, Valero L.P. Sub
       B LLC, Kaneb Pipe Line Partners, L.P. and Kaneb Pipe Line Company LLC
       (attached as Appendix B to the Proxy Statement/Prospectus included in
       this Registration Statement).
 5.1   Opinion of Bradley C. Barron, Esq. as to the legality of the securities.*
 8.1   Opinion of Andrews Kurth LLP as to certain tax matters.*
8.1a   Opinion of Andrews Kurth LLP as to certain tax matters.
 8.2   Opinion of Wachtell, Lipton, Rosen & Katz as to certain tax matters.*
8.2a   Opinion of Wachtell, Lipton, Rosen & Katz as to certain tax matters.
 8.3   Opinion of Fulbright & Jaworski L.L.P. as to certain tax matters.*
8.3a   Opinion of Fulbright & Jaworski L.L.P. as to certain tax matters.
23.1   Consent of Ernst & Young LLP.*
23.2   Consent of KPMG LLP for Kaneb Services.*
23.3   Consent of KPMG LLP for Kaneb Partners.*
23.4   Consent of Bradley C. Barron, Esq. (included in opinion filed as Exhibit
       5.1).*
23.5   Consent of Andrews Kurth LLP (included in opinion filed as Exhibit 8.1).*
23.5a  Consent of Andrews Kurth LLP (included in opinion filed as Exhibit 8.1a).
23.6   Consent of Wachtell, Lipton, Rosen & Katz (included in opinion filed as
       Exhibit 8.2).*
23.6a  Consent of Wachtell, Lipton, Rosen & Katz (included in opinion filed as
       Exhibit 8.2a).
23.7   Consent of Fulbright & Jaworski (included in opinion filed as Exhibit
       8.3).*
23.7a  Consent of Fulbright & Jaworski (included in opinion filed as Exhibit
       8.3a).
24.1   Powers of Attorney (included on signature page hereto).*
99.1   Form of Proxy for Holders of Valero L.P. common units.*
99.2   Form of Proxy for Holders of Kaneb Partners units.*
99.3   Form of Proxy for Holders of Kaneb Services common shares.*
99.4   Consent of Credit Suisse First Boston LLC.*
99.5   Consent of Raymond James & Associates, Inc.*
99.6   Consent of Houlihan Lokey Howard & Zukin Financial Advisors, Inc.*
-------------------
* Previously filed.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-8
<SEQUENCE>2
<FILENAME>exhibit81a.txt
<TEXT>
                                                                    EXHIBIT 8.1A
[ANDREWS KURTH LLP LOGO]

                                                       600 Travis, Suite 4200
                                                       Houston, Texas  77002
                                                       713.220.4200 Phone
                                                       713.220.4285 Fax
                                                       andrewskurth.com


                                  July 1, 2005


Valero L.P.
One Valero Way
San Antonio, Texas 78249


                                   TAX OPINION


Ladies and Gentlemen:

      You have requested our opinion as to certain federal income tax matters in
connection with (i) the merger (the "KSL Merger") of VLI Sub A LLC, a Delaware
limited liability company ("VLI Sub A"), with and into Kaneb Services LLC, a
Delaware limited liability company ("KSL"), pursuant to the Agreement and Plan
of Merger (the "KSL Merger Agreement") dated as of October 31, 2004, by and
among Valero L.P., a Delaware limited partnership ("VLI"), Riverwalk Logistics,
L.P., a Delaware limited partnership ("VLI GP"), Valero GP, LLC, a Delaware
limited liability company ("Parent GP"), VLI Sub A and KSL, and (ii) the merger
(the "KPP Merger" and together with the KSL Merger, the "Mergers") of VLI Sub B
LLC, a Delaware limited liability company ("VLI Sub B"), with and into Kaneb
Pipe Line Partners, L.P., a Delaware limited partnership ("KPP"), pursuant to
the Agreement and Plan of Merger (the "KPP Merger Agreement" and together with
the KSL Merger Agreement, the "Merger Agreements") dated as of October 31, 2004,
by and among VLI, VLI GP, Parent GP, VLI Sub B, KPP, and Kaneb Pipe Line Company
LLC, a Delaware limited liability company. All capitalized terms which are not
defined herein shall have the meanings assigned to them in the Merger
Agreements.

      In rendering our opinion, we have examined the registration statement on
Form S-4, as amended, filed by VLI with the Securities and Exchange Commission
on January 25, 2005, Registration No. 333-120726 (the "Registration Statement"),
including the joint proxy statement/prospectus included therein and the
documents incorporated by reference therein, and we have made such
investigations of law as we have deemed appropriate as a basis for the opinions
expressed below. As to any facts material to the opinion expressed herein which
were not independently established or verified, we have relied upon written
statements and representations of officers and other representatives of VLI, KSL
and KPP (the "Representations"). We have also assumed that the Mergers will
occur in the manner contemplated by the Registration Statement and in accordance
with the Merger Agreements with none of the terms or conditions of the Merger
Agreements being amended, waived or modified,


    Austin    Dallas    Houston    London    Los Angeles    New York
                   The Woodlands     Washington, DC



<PAGE>
Valero L.P.
July 1, 2005
Page 2


and there are no arrangements other than those set forth in the Merger
Agreements between the parties thereto.

     In rendering our opinion, we have also assumed the due authorization,
execution and delivery by each party thereto of all documents, the genuineness
of all signatures, the authority of all persons signing such documents on behalf
of each party thereto, the legal capacity of all natural persons, the
authenticity of all documents submitted to us as originals and the conformity to
the original document of any document submitted to us as a certified, conformed
or photostatic copy. We have assumed that all representations made "to the best
knowledge of" any person will be true, correct and complete as if made without
that qualification.

     Subject to the limitations and qualifications set forth herein, we are of
the opinion, based on existing provisions of the Internal Revenue Code of 1986,
as amended (the "Code"), existing Treasury regulations, existing court
decisions, and existing public rulings and other administrative interpretations,
and based on our review of such documents as we have deemed necessary, the
Representations and all representations and assumptions contained in the Merger
Agreements or Registration Statement, all assumed to be accurate as of the
Effective Times, that:

      (i) none of VLI, VLI Sub A, VLI Sub B, VLI GP, or Parent GP will recognize
any income or gain as a result of the KSL Merger or the KPP Merger (other than
any gain resulting from any decrease in partnership liabilities pursuant to
section 752 of the Code),

      (ii) no gain or loss will be recognized by holders of VLI Common Units as
a result of the KSL Merger or the KPP Merger (other than any gain resulting from
any decrease in partnership liabilities pursuant to section 752 of the Code),
and

      (iii) 90% of the combined gross income of each of VLI, KSL and KPP for (x)
the calendar year ended December 31, 2004 and (y) the calendar quarter ended
March 31, 2005 are from sources treated as "qualifying income" within the
meaning of section 7704(d) of the Code.

      Our opinion is based, in part, upon relevant legal authority in effect as
of the date hereof. We provide no assurance that the legal authority upon which
this opinion is based will not be amended, revoked or modified (with or without
retroactive effect) in a manner which would affect or change our conclusions.
Furthermore, should any of the representations or assumptions set forth or
referred to above prove to be inaccurate, as of the Effective Times, our opinion
may change.

      Our opinion is limited to the federal income tax matters addressed herein,
and no other opinions are rendered or can be inferred with respect to any other
matter not specifically set forth in the foregoing opinion. Specifically, no
opinions are expressed with respect to the tax consequences of the Mergers or
the ownership of VLI Common Units under any foreign, state, or local tax law.
Our opinion is rendered as of the date hereof and we assume no obligation to
update or supplement it to reflect any change of fact, circumstance, or law
after the date hereof.

<PAGE>
Valero L.P.
July 1, 2005
Page 3


      In addition, our opinion is based on the assumption that the matter will
be properly presented to the applicable court. Furthermore, our opinion is not
binding on the Internal Revenue Service or a court. Finally, we must note that
our opinion represents merely our best legal judgment on the matters presented
and that others may disagree with our conclusions. Thus, there can be no
assurance that the Internal Revenue Service will not take contrary positions or
that a court would agree with our opinion if litigated.

      We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm in the prospectus
forming a part of the Registration Statement. In giving this consent, however,
we do not hereby admit that we are within the category of persons whose consent
is required under section 7 of the Securities Act of 1933, as amended, or the
rules and regulations of the Securities and Exchange Commission issued
thereunder.


                                    Very truly yours,

                                    /s/ Andrews Kurth LLP

TWF/TRP/RJM






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-8
<SEQUENCE>3
<FILENAME>exhibit82a.txt
<TEXT>
                                                                    EXHIBIT 8.2A


                  [WACHTELL, LIPTON, ROSEN & KATZ LETTERHEAD]




                                  July 1, 2005





Valero L.P.
One Valero Way
San Antonio, Texas  78249

Ladies and Gentlemen:

We have acted as special counsel to Valero L.P., a Delaware limited partnership
("VLI"), in connection with (i) the proposed merger (the "KSL MERGER") of VLI
Sub A LLC, a Delaware limited liability company and a wholly-owned subsidiary of
VLI ("VLI SUB A"), with and into Kaneb Services LLC, a Delaware limited
liability company ("KSL"), pursuant to the Agreement and Plan of Merger, dated
as of October 31, 2004 (the "KSL MERGER AGREEMENT"), by and among VLI, Riverwalk
Logistics, L.P., a Delaware limited partnership and the general partner of VLI
("VLI GP"), Valero GP, LLC, a Delaware limited liability company and the general
partner of VLI GP ("PARENT GP"), VLI Sub A, and KSL and (ii) the proposed merger
(the "KPP MERGER", and together with the KSL Merger, the "MERGERS") of VLI Sub B
LLC, a Delaware limited liability company and a wholly-owned subsidiary of VLI
("VLI SUB B", and collectively with VLI, VLI Sub A, VLI GP, and Parent GP, the
"VLI ENTITIES"), with and into Kaneb Pipe Line Partners, L.P., a Delaware
limited partnership ("KPP"), pursuant to the Agreement and Plan of Merger, dated
as of October 31, 2004 (the "KPP MERGER AGREEMENT", and together with the KSL
Merger Agreement, the "AGREEMENTS"), by and among VLI, VLI GP, Parent GP, VLI
Sub B, KPP, and Kaneb Pipe Line Company LLC, a Delaware limited liability
company that is the general partner of KPP ("KPP GP", and collectively, with KSL
and KPP, the "KANEB Entities"). At your request, and pursuant to Section 7.2(c)
of the KSL Merger Agreement and Section 7.2(c) of the KPP Merger Agreement, we
are rendering our opinion concerning certain federal income tax consequences of
the KSL Merger and the KPP Merger. Any capitalized term used and not defined
herein has the meaning given to it in the KSL Merger Agreement.


<PAGE>
Valero L.P.
Page 2

For purposes of the opinion set forth below, we have relied, with the consent of
the VLI Entities and the consent of the Kaneb Entities, upon the accuracy and
completeness of the statements and representations (which statements and
representations we have neither investigated nor verified) contained,
respectively, in the certificates of the officers of VLI, KSL and KPP dated the
date hereof, and have assumed that such statements and representations will be
accurate and complete as of the Effective Times (as if made as of such time) and
that all such statements and representations made to the knowledge of any person
or entity or with similar qualification are and will be true and correct as if
made without such qualification. We have also relied upon the accuracy of the
Registration Statement on Form S-4 filed with the Securities and Exchange
Commission in connection with the Mergers and the joint proxy statement/
prospectus (the "PROXY STATEMENT/PROSPECTUS") contained therein, each as
amended or supplemented through the date hereof.

We have also assumed that (i) the transactions contemplated by the Agreements
will be consummated in accordance therewith and as described in the Proxy
Statement/Prospectus (and no transaction or condition described therein and
affecting this opinion will be waived by any party), (ii) the Mergers will
qualify as statutory mergers under the applicable laws of the State of Delaware
and (iii) the Mergers will be reported by VLI, KSL and KPP on their respective
federal income tax returns in a manner consistent with the opinion set forth
below.

Based upon and subject to the foregoing, it is our opinion, under currently
applicable United States federal income tax law, that (i) no VLI Entity will
recognize any income or gain as a result of the KPP Merger or the KSL Merger
(other than any gain resulting from any decrease in partnership liabilities
pursuant to section 752 of the Code), (ii) no gain or loss will be recognized by
holders of VLI Common Units as a result of the KPP Merger or the KSL Merger
(other than any gain resulting from any decrease in partnership liabilities
pursuant to section 752 of the Code), and (iii) 90% of the combined gross income
of each of VLI, KSL and KPP for (x) the calendar year ending December 31, 2004
and (y) the calendar quarter ending March 31, 2005 are from sources treated as
"qualifying income" within the meaning of section 7704(d) of the Code.

We hereby consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement, and to the references
therein to us. In giving such consent, we do not thereby admit that we are in
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended.

This opinion relates solely to certain United States federal income tax
consequences of the Mergers and no opinion is expressed as to the tax
consequences under any foreign, state or local tax law or under any federal tax
laws other than those pertaining to the income tax. We are furnishing this
opinion to you solely in connection with the Mergers, and this opinion is not to
be relied upon by any other person or for any other purpose.


                                 Very truly yours,

                                 /s/ Wachtell, Lipton, Rosen & Katz
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-8
<SEQUENCE>4
<FILENAME>exhibit83a.txt
<TEXT>
                                                                    EXHIBIT 8.3A

                    FULBRIGHT & JAWORSKI L.L.P.
            A Registered Limited Liability Partnership
                          Fulbright Tower
                     1301 McKinney, Suite 5100
                     Houston, Texas 77010-3095
                         www.fulbright.com

                                                 TELEPHONE:(713) 651-5151
                                                 FACSIMILE:(713) 651-5246


                           July 1, 2005

Kaneb Pipe Line Partners, L.P.
2435 N. Central Expressway, Suite 700
Richardson, Texas  75080

Ladies and Gentlemen:

In  connection  with the  proposed  merger (the  "Merger")  contemplated  by the
Agreement  and Plan of  Merger,  dated  as of  October  31,  2004  (the  "Merger
Agreement"),  by and among Valero L.P. ("VLI"), Riverwalk Logistic, L.P., Valero
GP LLC ("Valero GP"),  VLI Sub B LLC,  Kaneb  Partners Pipe Line Partners,  L.P.
("KPP") and Kaneb Pipe Line Company LLC ("Kaneb  GP"),  you have  requested  our
opinion  regarding the U.S. federal income tax consequences of the Merger to KPP
and the KPP Unitholders  that are described  below.  Descriptions of the parties
and of the Merger and related transactions are set forth in the Merger Agreement
and the joint  proxy  statement/prospectus  forming  a part of the  registration
statement  on Form S-4 (Reg.  No.  333-120726,  as  amended,  the  "Registration
Statement")  filed on  January  25,  2005,  with  the  Securities  and  Exchange
Commission (the "SEC") by VLI pursuant to the Securities Act of 1933, as amended
(the "Act").  Unless otherwise  defined herein,  capitalized  terms used in this
opinion have the meanings assigned to them in the Merger Agreement.

In rendering our opinion set forth below, we have assumed that the  transactions
related  to  the  Merger  or  contemplated  by  the  Merger  Agreement  will  be
consummated as described in the Registration  Statement and solely in accordance
with the Merger  Agreement,  with none of the terms or  conditions of the Merger
Agreement being amended, waived or modified.  Additionally, we have examined and
relied upon the accuracy and  completeness,  both initially and continuing as of
the effective time of the Merger (the "Effective  Time"), of (i) the statements,
facts,  information,  evaluations,  covenants,  representations  and  warranties
contained in the Merger  Agreement,  the Registration  Statement,  including the
joint  proxy   statement/prospectus  that  forms  a  part  of  the  Registration
Statement,  and such other documents as we have deemed  necessary or appropriate
as a basis for the  opinion set forth  below,  and (ii) the  statements,  facts,
information,  evaluations,  covenants,  representations  and warranties  made or
provided by, or on behalf of, whether  written or oral,  KPP and VLI,  including
factual  representations set forth in letters dated the date hereof by Valero GP
and Kaneb GP (the  "Representation  Letters").  We have also  assumed  that such
statements,  facts,  information,  evaluations,  covenants,  representations and
warranties  are true,  and will  continue to be true as of the  Effective  Time,
without regard to any qualification as to knowledge or belief.  Any variation or
difference  in  any  of  the  aforementioned  statements,   facts,  information,
evaluations, covenants, representations,  warranties or assumptions or breach or
failure  of any of the  aforementioned  covenants  could  adversely  affect  our
opinion.

In  rendering  our  opinion  set  forth  below,  we have  considered  applicable
provisions  of the  Internal  Revenue  Code of 1986,  as amended  (the  "Code"),
Treasury  regulations  promulgated  thereunder  (the  "Regulations"),  pertinent
judicial  authorities,  rulings and other administrative  interpretations of the
Internal  Revenue  Service  ("IRS")  and  such  other  authorities  as  we  have
considered  relevant,  in each case, in effect on the date hereof.  It should be
noted that such laws, Code, Regulations, judicial authorities,
<PAGE>
Kaneb Pipe Line Partners, L.P.
July 1, 2005
Page 2


rulings and other administrative  interpretations and such other authorities are
subject to change at any time and possibly with retroactive  effect. A change in
any of the authorities  upon which our opinion is based could  adversely  affect
our opinion set forth below.

Based upon the  foregoing  and subject to the  limitations,  qualifications  and
assumptions  stated herein,  we are of the opinion that,  except with respect to
cash received in lieu of a fractional VLI Common Unit:

      (i)  KPP  will  not  recognize any income or gain as a result
           of  the  Merger  (other than any gain resulting from any
           decrease in partnership  liabilities pursuant to section
           752 of the Code), and

      (ii) no gain or loss will be  recognized  by  holders  of KPP
           Units as a result  of the  Merger  (other  than any gain
           resulting from any decrease in  partnership  liabilities
           pursuant  to section  752 of the Code);  PROVIDED,  that
           such opinion shall not extend to any KPP  Unitholder who
           acquired  KPP Units from KPP in  exchange  for  property
           other than cash.

Our opinion set forth above is an expression of professional  judgment, is not a
guarantee of a result and is not binding upon the IRS or any court. Accordingly,
no assurance  can be given that our opinion set forth above will be sustained by
a court if challenged by the IRS.

Except as set forth above, we express no opinion to any party as to the federal,
state,  local or foreign tax  consequences of the Merger or of any  transactions
related  thereto or  contemplated  by the Merger  Agreement  or  describe in the
Registration  Statement.  We  disclaim  any  undertaking  to  advise  you of any
subsequent  changes  of the facts  stated or  assumed  herein or any  subsequent
changes in  applicable  law.  This opinion may not be relied upon by anyone else
without our prior written consent.

We  hereby  consent  to  the  filing  of  this  opinion  as an  exhibit  to  the
Registration   Statement  and  to  the  reference  to  our  firm  in  the  proxy
statement/prospectus  forming a part of the  Registration  Statement.  In giving
this consent, however, we do not hereby admit that we are within the category of
persons  whose  consent is required  under section 7 of the Act or the rules and
regulations of the SEC issued thereunder.

                                  Very truly yours,




                                  Fulbright & Jaworski L.L.P.
</TEXT>
</DOCUMENT>
</SUBMISSION>
