REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Republic of the Marshall Islands		4412		N/A
(State or other jurisdiction of		(Primary Standard Industrial		(I.R.S. Employer
incorporation or organization)		Classification Code Number)		Identification No.)

85 Akti Miaouli Street
Piraeus, Greece 185 38
(011) +30 210 459 5000
(Address and telephone number of Registrant’s principal executive offices)

Trust Company of the Marshall Islands, Inc.
Trust Company Complex, Ajeltake Island
P.O. Box 1405
Majuro, Marshall Islands MH96960
(011) +30 210 429 3223
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Kenneth R. Koch, Esq.
Todd E. Mason, Esq.
Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C.
The Chrysler Center
666 Third Avenue
New York, New York 10017
(212) 935-3000 (telephone number)
(212) 983-3115 (facsimile number)

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

     If only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o  

     If any of the securities being registered on this Form are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. þ

     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. o

     If this Form is a post-effective amendment filed pursuant to Rule 462(c) 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. o

     If this Form is a post-effective amendment pursuant to General Instruction I.C. or a post-effective amendment filed pursuant to Rule 462(e) under the Securities Act, check the following box. o

     If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

Proposed Maximum

Proposed Maximum

Amount to be

Aggregate Offering

Aggregate

Amount of

Title of Each Class of Securities to be Registered

Registered(1)

Price Per Unit(1)

Offering Price(1)

Registration Fee(2)

Common units representing limited partnership interests

Debt Securities

Total

$500,000,000.00

$

19,650.00*

* Previously paid.

     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 which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 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.

 

 

     This Pre-Effective Amendment No. 1 is being filed as a Part II exhibit filing only in order to file certain opinions previously excluded from the original filing.

PART II

Item 8. Indemnification of Directors and Officers.

     Section 9 of the Republic of the Marshall Islands Revised Partnership Act provides as follows:

     Indemnification. Subject to such standards and restrictions, if any, as are set forth in its partnership agreement, a partnership may, and shall have the power to, indemnify and hold harmless any partner or other person from and against all claims and demands whatsoever.

     We generally indemnify our directors and officers and the other affiliates of our general partner to the fullest extent permitted by the law against all losses, claims, damages or similar events and the description of such indemnification is contained in our prospectus dated November 12, 2007 and included in our registration statement on Form F-1, as amended, initially filed with the SEC on October 26, 2007 incorporated herein by this reference.

Item 9. Exhibits and Financial Statement Schedules.

Exhibit
Number		Description
1.1*		Form of Underwriting Agreement
1.2**		Certificate of Limited Partnership of Navios Maritime Partners L.P.
1.3**		First Amended and Restated Agreement of Limited Partnership of Navios Maritime Partners L.P.
1.4**		Certificate of Formation of Navios GP L.L.C.
1.5**		Limited Liability Company Agreement of Navios GP L.L.C.
1.6**		Certificate of Formation of Navios Operating GP L.L.C.
1.7**		Amended and Restated Limited Liability Company Agreement of Navios GP L.L.C.
1.8**		Limited Liability Company Agreement of Navios Operating GP L.L.C.
4.1**		Omnibus Agreement
4.2**		Management Agreement with Navios ShipManagement
4.3**		Administrative Services Agreement with Navios Maritime Holdings Inc.
4.4**		Form of First Contribution and Conveyance Agreement
4.5**		Form of Second Contribution and Conveyance Agreement go under 4s or 10s
4.6**		Form of Share Purchase Agreement for Navios TBN I
4.7**		Form of Share Purchase Agreement for Navios TBN II
4.8***		Revolving Credit and Term Loan Facility Agreement
4.9**		Common Unit Purchase Agreement between Navios Maritime Partners L.P. and Amadeus Maritime S.A.
5.1		Opinion of Reeder and Simpson, P.C. as to the legality of the securities being registered
8.1		Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. relating to tax matters
8.2		Opinion of Reeder and Simpson, P.C. relating to tax matters
23.1		Consents of PricewaterhouseCoopers S.A. (previously filed)
23.2		Consent of Reeder and Simpson, P.C. (contained in Exhibit 5.1 and 8.2)
23.3		Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (contained in Exhibit 8.1)
24.1		Power of Attorney (previously filed)
99.1****		Share Purchase Agreement for Navios Aurora I

Exhibit
Number		Description
99.2****		Registration Rights Agreement

     The undersigned registrant hereby undertakes:

1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

a. To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

b. To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

c. To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

          Provided, however, that paragraphs 1(a), 1(b) and 1(c) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the

registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

2. That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

4. To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act of 1933 need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph 4 and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Securities Act of 1933 or § 210.3-19 of this chapter if such financial statements and information are contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Form F-3.

5. That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

a. Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

b. Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement

or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

6. That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

a. Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

b. Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

c. The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

d. Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

     The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

     The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act of 1939 in accordance with the rules and regulations prescribed by the Securities and Exchange Commission under Section 305(b)(2) of the Trust Indenture Act.

     Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Amendment No. 1 Registration Statement (No. 333-157000) on Form F-3/A to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Piraeus, Country of Greece on the 29^th day of January, 2009.

     Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Angeliki Frangou   Angeliki Frangou		Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)		January 29, 2009
/s/ Michael McClure   Michael McClure		Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)		January 29, 2009
*   George Achniotis		Director		January 29, 2009

Signature		Title		Date
*   Shunji Sasada		Director		January 29, 2009
*   Leonidas Korres		Director		January 29, 2009
*   Efstathios Loizos		Director		January 29, 2009
*   Robert Pierot		Director		January 29, 2009
*   John Karakadas		Director		January 29, 2009

* By executing her name hereto, Angeliki Frangou is signing this document on behalf of the persons indicated above pursuant to the powers of attorney duly executed by such persons and filed with the Securities and Exchange Commission.

SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT

     Pursuant to the Securities Act of 1933, as amended, the undersigned, a duly authorized representative of Navios Maritime Partners L.P. in the United States, has signed the Registration Statement in the City of Newark, State of Delaware on the 29^th day of January, 2009.

Exhibit
Number		Description
1.1*		Form of Underwriting Agreement
1.2**		Certificate of Limited Partnership of Navios Maritime Partners L.P.
1.3**		First Amended and Restated Agreement of Limited Partnership of Navios Maritime Partners L.P.
1.4**		Certificate of Formation of Navios GP L.L.C.
1.5**		Limited Liability Company Agreement of Navios GP L.L.C.
1.6**		Certificate of Formation of Navios Operating GP L.L.C.
1.7**		Amended and Restated Limited Liability Company Agreement of Navios GP L.L.C.
1.8**		Limited Liability Company Agreement of Navios Operating GP L.L.C.
4.1**		Omnibus Agreement
4.2**		Management Agreement with Navios ShipManagement
4.3**		Administrative Services Agreement with Navios Maritime Holdings Inc.
4.4**		Form of First Contribution and Conveyance Agreement
4.5**		Form of Second Contribution and Conveyance Agreement go under 4s or 10s
4.6**		Form of Share Purchase Agreement for Navios TBN I
4.7**		Form of Share Purchase Agreement for Navios TBN II
4.8***		Revolving Credit and Term Loan Facility Agreement
4.9**		Common Unit Purchase Agreement between Navios Maritime Partners L.P. and Amadeus Maritime S.A.
5.1		Opinion of Reeder and Simpson, P.C. as to the legality of the securities being registered
8.1		Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. relating to tax matters
8.2		Opinion of Reeder and Simpson, P.C. relating to tax matters
23.1		Consents of PricewaterhouseCoopers S.A. (previously filed)
23.2		Consent of Reeder and Simpson, P.C. (contained in Exhibit 5.1 and 8.2)
23.3		Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (contained in Exhibit 8.1)
24.1		Power of Attorney (previously filed)
99.1****		Share Purchase Agreement for Navios Aurora I
99.2****		Registration Rights Agreement

Exhibit 5.1

REEDER & SIMPSON P.C.
Attorneys-at-Law

RRE Commercial Center P.O. Box 601 Majuro, MH 96960, Marshall Islands		Raymond E. Simpson 53-55 Akti Miaouli, 6th floor 185 36 Piraeus, Greece

Telephone:		+692 625 3602		Telephone:		+30 210 429 3323
Fax:		+692 625 3603		Fax:		+30 210 941 4790
E-mail:		dreeder@ntamar.net		E-mail:		simpson@otenet.gr
				Mobile phone:		+30 6945 465 173

January 28, 2009

Navios Maritime Partners L.P.
Attention: Angeliki Frangou
85 Akti Miaouli Street
Piraeus, Greece 185 38

Re:

Navios Maritime Partners L.P. Registration Statement on Form F-3

Ladies and Gentlemen:

     We have acted as Marshall Islands counsel to Navios Maritime Partners L.P., a Marshall Islands limited partnership (the “Partnership”), in connection with the preparation and filing with the Securities and Exchange Commission of a Registration Statement on Form F-3 (the “Registration Statement”), pursuant to which the Partnership is registering under the Securities Act of 1933, as amended (the “Securities Act”), the following:

     (i) common units, representing limited partnership interests (“Common Units”); and

     (ii) debt securities (“Debt Securities”);with the offer and sale by the Partnership;

some or all of which may be issued, in any combination of the above, separately or as units, from time to time on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, at an aggregate public offering price not to exceed $500,000,000. The Common Units and the Debt Securities are collectively referred to herein as the “Offered Securities.” None of the Offered Securities will be offered for sale in the Republic of the Marshall Islands.

     The Debt Securities may be issued pursuant to an Indenture between the Partnership and a trustee to be named in such Indenture (the “Indentures”).

     In connection with this opinion, we have examined such documents as may be required to issue this opinion including the Partnership’s operational documentation and certain resolutions adopted by the Partnership’s Board of Directors (the “Board of Directors”) relating to the registration of the Offered Securities and such other documents or records of the proceedings of the Partnership as we have deemed relevant, and the Registration Statement and the exhibits thereto.

     In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the

conformity to original documents of all documents submitted to us as certified, photostatic or facsimile copies and the authenticity of the originals of such copies.

Based upon the foregoing, we are of the opinion:

     1. With respect to the Common Units, including those duly issued upon due conversion or exchange of any Debt Securities, when (i) specifically authorized for issuance by the Partnership’s Board of Directors or an authorized committee thereof (the “Common Units Authorizing Resolutions”), (ii) the Registration Statement has become effective under the Securities Act, (iii) the terms of the sale of the Common Units have been duly established in conformity with the Partnership’s First Amended and Restated Agreement of Limited Partnership of the Partnership (the “Partnership Agreement”) and do not violate any applicable law or result in a default under or breach of any agreement or instrument binding on the Partnership and comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Partnership, (iv) the Common Units have been issued and sold as contemplated by the Registration Statement, and (v) the Partnership has received the consideration provided for in the Common Units Authorizing Resolutions, the Common Units will be validly issued, fully paid and non-assessable.

     2. With respect to the Debt Securities, when (i) specifically authorized for issuance by the Partnership’s Board of Directors or an authorized committee thereof (the “Debt Securities Authorizing Resolutions”), (ii) the Registration Statement has become effective under the Securities Act, (iii) the terms of the Debt Securities and of their issue and sale have been duly established in conformity with the applicable Indenture and do not violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Partnership and comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Partnership, (iv) such Debt Securities have been duly executed and authenticated in accordance with the applicable Indenture and issued and sold as contemplated in the Registration Statement, and (v) the Partnership has received the consideration provided for in the Debt Securities Authorizing Resolutions, such Debt Securities will constitute valid and legally binding obligations of the Partnership, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

     Our opinion is limited to the Limited Partnership laws of the Republic of the Marshall Islands, and we express no opinion with respect to the laws of any other jurisdiction. To the extent that any applicable document is stated to be governed by the laws of another jurisdiction, we have assumed for purposes of this opinion that the laws of such jurisdiction are identical to the laws of the Republic of the Marshall Islands.

     We have relied as to certain matters on information obtained from public officials, officers of the Partnership, and other sources believed by us to be responsible and we have assumed that the Indentures will be duly authorized, executed, and delivered by the respective trustees thereunder, an assumption which we have not independently verified.

     It is understood that this opinion is to be used only in connection with the offer and sale of Common Units and Debt Securities while the Registration Statement is in effect.

     Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is based upon currently existing statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein.

     We understand that you wish to file this opinion as an exhibit to the Registration Statement, and we hereby consent thereto.

Very truly yours,

/s/ Reeder & Simpson, P.C.

Exhibit 8.1

		One Financial Center Boston, MA 02111 617-542-6000 617-542-2241 fax www.mintz.com

January ___, 2009

Ladies and Gentlemen:

     You have requested our opinion regarding certain U.S. federal income tax matters relating to Navios Maritime Partners L.P. (the “Company”) and the holders of common units of the Company.

     In formulating our opinion as to these matters, we have examined such documents as we have deemed appropriate, including the Registration Statement filed by the Company on Form F-3 with the Securities and Exchange Commission (together with any documents incorporated therein by reference, the “Registration Statement”). We also have obtained such additional information as we have deemed relevant and necessary from representatives of the Company. In addition, we have examined, and relied as to matters of fact upon, originals or copies, certified or otherwise identified to our satisfaction, of such corporate records, agreements, documents and other instruments and made such other inquiries as we have deemed necessary or appropriate to enable us to render the opinion set forth below. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies, and the authenticity of the originals of such latter documents. We have not, however, undertaken any independent investigation of any factual matter set forth in any of the foregoing.

     The legal conclusions as to the application of the U.S. federal income tax law under the caption “Material U.S. Federal Income Tax Considerations” in the Registration Statement (subject to the qualifications set forth in such discussions) constitute the opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. Our opinion does not relate to any factual or accounting matters, determination or conclusions.

     Our opinion and the tax discussion set forth in the Registration Statement are based on the current provisions of the Internal Revenue Code of 1986, as amended, the Treasury Regulations promulgated thereunder, published pronouncements of the Internal Revenue Service and case law, any of which may be changed at any time with retroactive effect. We disclaim any undertaking to advise you of any subsequent changes of the matters stated, represented or assumed herein or any subsequent changes in applicable law, regulations or interpretations thereof. No opinion is expressed on any matters other than those described above.

     We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the captions “Material U.S. Federal Income Tax Considerations” and “Legal Matters” in the Registration Statement.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
Boston | Washington | New York | Stamford | Los Angeles | Palo Alto | San Diego | London

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

January __, 2009
Page 2

Very truly yours,

Mintz, Levin, Cohn, Ferris, Glovsky
   and Popeo, P.C.

Exhibit 8.2

REEDER & SIMPSON P.C.
Attorneys-at-Law

RRE Commercial Center P.O. Box 601 Majuro, MH 96960, Marshall Islands		Raymond E. Simpson 53-55 Akti Miaouli, 6th floor 185 36 Piraeus, Greece

Telephone:		+692 625 3602		Telephone:		+30 210 429 3323
Fax:		+692 625 3603		Fax:		+30 210 941 4790
E-mail:		dreeder@ntamar.net		E-mail:		simpson@otenet.gr
				Mobile phone:		+30 6945 465 173

January 28, 2009

Navios Maritime Partners L.P.
Attention: Angeliki Frangou
85 Akti Miaouli Street
Piraeus, Greece 185 38

Re:		Navios Maritime Partners L.P. Registration Statement on Form F-3

Ladies and Gentlemen:

     We have acted as Marshall Islands counsel to Navios Maritime Partners L.P., a Marshall Islands limited partnership (the “Partnership”), in connection with the offer and sale by the Partnership (the “Offering”) of up to $500,000,000 of common units and/or debt securities of the Partnership (the “Securities”) pursuant to the Registration Statement on Form F-3 relating to the Offering (the “Registration Statement”), to be filed by the Partnership with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Act”), and the rules and regulations promulgated thereunder (the “Rules and Regulations”). None of the Securities will be offered for sale in the Republic of the Marshall Islands.

     In connection therewith, we reviewed the discussion (the “Discussion”) set forth under the caption “Non-United States Tax Considerations—Marshall Islands Tax Consequences” in the Registration Statement.

     All statements of legal conclusions contained in the Discussion, unless otherwise noted, are our opinion with respect to the matters set forth therein as of the date hereof. In addition, we are of the opinion that the Discussion, with respect to those matters as to which no legal conclusions are provided, is an accurate discussion of such Republic of the Marshall Islands tax matters (except for the representations and statements of fact of the Company, included in the Discussion, as to which we express no opinion).

     We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the Registration Statement. This consent does not constitute an admission that we are “experts” within the meaning of such term as used in the Act or the Rules and Regulations.

Very truly yours,

/s/ Reeder & Simpson, P.C.