                                                                    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,
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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.
