BIP 6-K, filed Nov 17, 2021, 0001104659-21-140332

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2021

Commission File Number: 001-33632

BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

(Exact name of Registrant as specified in itscharter)

73 Front Street, Fifth Floor

Hamilton, HM 12

Bermuda

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

Exhibits 5.1 and 8.1 included in this Form 6-K are incorporated by reference into the registrant’s registration statement on Form F-3ASR (File No. 333-232256).

EXHIBIT INDEX

The following documents, which are attached as exhibits hereto, are incorporated by reference herein:

Exhibit	Title
5.1	Opinion<br> of Appleby (Bermuda) Limited, dated November 17, 2021, relating to certain matters under the laws of Bermuda.
8.1	Opinion of Torys LLP, dated November 17, 2021, relating to tax matters.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	BROOKFIELD INFRASTRUCTURE PARTNERS L.P. by its general partner, BROOKFIELD INFRASTRUCTURE PARTNERS LIMITED
Date:<br> November 17, 2021	By:	/s/ Jane Sheere
		Name: Jane Sheere
		Title: Secretary

Exhibit 5.1

Brookfield Infrastructure Partners L.P.<br><br> <br>73 Front Street, 5th Floor<br><br> <br>Hamilton HM 12<br><br> <br>Bermuda	Email clangley@applebyglobal.com<br><br> <br><br><br> <br>Direct Dial +1 441 295 3202<br><br> <br>Tel +1 441 295 2244<br><br> <br>Fax +1 441 292 8666<br><br> <br><br><br> <br>Appleby Ref 136873.0036<br><br> <br><br><br> <br>17 November 2021
Dear Sirs
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Brookfield Infrastructure Partners L.P.

We have acted as legal advisers as to matters of Bermuda law to Brookfield Infrastructure Partners L.P., an exempted limited partnership organized under the laws of the Islands of Bermuda (Partnership). We have been requested to render this opinion in connection with the filing by the Partnership of a prospectus supplement dated 11 November 2021 (Prospectus Supplement) to an automatic shelf registration statement on Form F-3 (Reg. No. 333-232256) (the Registration Statement) with the Securities and Exchange Commission (SEC) pursuant to the Securities Act of 1933, as amended (Securities Act), and the rules and regulations promulgated thereunder, relating to the registration under the Securities Act of 9,476,900 limited partnership units (Units) of the Partnership.

For the purposes of this opinion we have examined and relied upon the documents listed (which in some cases, are also defined) in the Schedule to this opinion (Documents).

Assumptions

In stating our opinion we have assumed:

1.	the authenticity, accuracy and completeness of all Documents submitted to us as originals and the conformity<br>to authentic original Documents of all Documents submitted to us as certified, conformed, notarized or photostatic copies;
2.	the genuineness of all signatures on the Documents;
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3.	the authority, capacity and power of persons signing the Documents;
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4.	that any representation, warranty or statement of fact or law, other than the laws of Bermuda made in<br>any of the Documents, is true, accurate and complete;
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5.	that there are no provisions of the laws or regulations of any jurisdiction other than Bermuda which would<br>have any implication in relation to the opinions expressed herein;
6.	that there are no provisions of the laws or regulations of any jurisdiction other than Bermuda which would<br>be contravened by any actions taken by the Partnership in connection with the Registration Statement or which would have any implication<br>in relation to the opinion expressed herein and that, in so far as any obligation under, or action to be taken under, the Registration<br>Statement is required to be performed or taken in any jurisdiction outside Bermuda, the performance of such obligation or the taking of<br>such action will constitute a valid and binding obligation of each of the parties thereto under the laws of that jurisdiction and will<br>not be illegal by virtue of the laws of that jurisdiction;
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7.	the accuracy, completeness and currency of the records and filing systems maintained at the public offices<br>where we have searched or enquired or have caused searches or enquiries to be conducted, that such search and enquiry did not fail to<br>disclose any information which had been filed with or delivered to the relevant body but had not been processed at the time when the search<br>was conducted and the enquiries were made, and that the information disclosed by the Company and Partnership Searches and the Litigation<br>Search is accurate and complete in all respects and such information has not been materially altered since the date and time of the Company<br>and Partnership Searches and the Litigation Search; and
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8.	any amendment to the Registration Statement and the Prospectus Supplement is properly authorized by the<br>Partnership and the terms and transactions contemplated by any such amendment adopted would not be inconsistent with the Resolutions and<br>the terms and transactions contemplated by the Prospectus Supplement and the Registration Statement as of the date hereof.
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Opinion

Based upon and subject to the foregoing and subject to the reservations set out below and to any matters not disclosed to us, we are of the opinion that:

1.	The Partnership is an exempted limited partnership established and existing under the laws of Bermuda.<br>The Partnership possesses the capacity to sue and be sued and is in good standing under the laws of Bermuda. All suits in respect of the<br>Partnership shall be prosecuted against Brookfield Infrastructure Partners Limited (BIPL), in its capacity as general partner of<br>the Partnership.
2.	The issue of the Units has been duly authorized by all necessary action on the part of the Partnership<br>and when issued as contemplated by the Prospectus Supplement, the Resolutions and the Constitutional Documents, will be validly issued,<br>fully paid and non-assessable units of the Partnership.
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Reservations

We have the following reservations:

1.	We express no opinion as to any law other than Bermuda law and none of the opinions expressed herein relates<br>to compliance with or matters governed by the laws of any jurisdiction except Bermuda. This opinion is limited to Bermuda law as applied<br>by the courts of Bermuda at the date hereof.
2.	Where an obligation is to be performed in a jurisdiction other than Bermuda, the courts of Bermuda may<br>refuse to enforce it to the extent that such performance would be illegal under the laws of, or contrary to public policy of such other<br>jurisdiction.
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3.	Any reference in this opinion to units being “non-assessable” shall mean, in relation to fully-paid<br>units of the Partnership and subject to any contrary provision in any agreement in writing between the Partnership and the holder of units,<br>that: no holder shall be obliged to contribute further amounts to the capital of the Partnership, either in order to complete payment<br>for their units, to satisfy claims of creditors of the Partnership, or otherwise.
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4.	Searches of the Register of Companies at the office of the Registrar of Companies are not conclusive and<br>it should be noted that the Register of Companies and the Supreme Court Causes Book do not reveal:
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(i)	details of matters which have been lodged for filing or registration which as a matter of best practice<br>of the Registrar of Companies or the Registry of the Supreme Court would have or should have been disclosed on the public file, the Causes<br>Book or the Judgment Book, as the case may be, but for whatever reason have not actually been filed or registered or are not disclosed<br>or which, notwithstanding filing or registration, at the date and time the search is concluded are for whatever reason not disclosed or<br>do not appear on the public file, the Causes Book or Judgment Book;
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(ii)	details of matters which should have been lodged for filing or registration at the Registrar of Companies<br>or the Registry of the Supreme Court but have not been lodged for filing or registration at the date the search is concluded;
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(iii)	whether an application to the Supreme Court for a winding-up petition or for the appointment of a receiver<br>or manager has been prepared but not yet been presented or has been presented but does not appear in the Causes Book at the date and time<br>the search is concluded;
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(iv)	whether any arbitration or administrative proceedings are pending or whether any proceedings are threatened,<br>or whether any arbitrator has been appointed; or
(v)	whether a receiver or manager has been appointed privately pursuant to the provisions of a debenture or<br>other security, unless notice of the fact has been entered in the Register of Charges in accordance with the provisions of the Companies<br>Act 1981.
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5.	The Limited Partnership Act 1883 (Act) provides that a limited partner shall be liable as a general<br>partner if he takes part in the management of the partnership.
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6.	A limited partner is liable to the Partnership, or to its creditors, for any amount in respect of such<br>limited partner’s contribution to the Partnership to the extent such contribution has not been contributed in full, or to the extent<br>such contribution is either released or returned to the limited partner contrary to the restrictions on reductions of capital contained<br>in the Act.
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7.	A limited partner is liable for damages on account of misrepresentation in respect of false statements<br>contained in the certificate of limited partnership, any supplementary certificates or certificate of cancellation in respect of the Partnership,<br>to the extent a limited partner signed such certificate, or caused another to sign it on his/her behalf, and knew such statement to be<br>false at the time of signature.
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8.	Every partner of the Partnership who is guilty of any fraud in the affairs of the Partnership shall be<br>liable civilly to the party injured to the extent of his damage and shall be liable for penalties applicable to offences committed in<br>contravention of the Act.
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9.	In opinion paragraph 1, the term ‘good standing’ means only that the Partnership has received<br>a Certificate of Compliance from the Registrar of Companies in Hamilton, Bermuda which confirms that it has neither failed to make any<br>filing with any Bermuda governmental authority nor to pay any Bermuda government fee or tax.
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10.	With respect to opinion 2, we have relied upon statements and representations made to us in the Officer’s<br>Certificate provided to us by an authorised officer of BIPL for the purposes of this opinion. We have made no independent verification<br>of the matters referred to in the Officer’s Certificate, and we qualify such opinion to the extent that the statements or representations<br>made in the Officer’s Certificate are not accurate in any respect.
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Disclosure

This opinion is addressed to you in connection with the registration of the Units with the SEC and is not to be made available to, or relied on by any other person or entity (other than the Unitholders as referenced in the Registration Statement), or for any other purpose, nor quoted or referred to in any public document nor filed with any governmental agency or person (other than the SEC in connection with the Registration Statement), without our prior written consent except as may be required by law or regulatory authority. We consent to the filing of this opinion as an exhibit to the Partnership’s Report of Foreign Issuer on Form 6-K being filed on or about the date hereof and incorporated by reference into the Registration Statement and further consent to the reference to our firm under the caption “Legal Matters” in the Registration Statement and Prospectus Supplement.

This opinion is governed by and is to be construed in accordance with Bermuda law. Further, this opinion speaks as of its date and is strictly limited to the matters stated in it and we assume no obligation to review or update this opinion if applicable law or the existing acts or circumstances should change.

Yours faithfully

/s/ Appleby (Bermuda) LimitedAppleby (Bermuda) Limited

SCHEDULE

1.	The respective electronic extracts provided to us by the office of the Registrar of Companies each dated<br>16 November 2021 in respect of BIPL and the Partnership on their files maintained at office of the Registrar of Companies (collectively,<br>the Company and Partnership Searches).
2.	The entries and filings shown in respect of BIPL and the Partnership in the Supreme Court Causes Book<br>maintained at the Registry of the Supreme Court in Hamilton, Bermuda, as revealed by searches conducted on 16 November 2021 (LitigationSearch).
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3.	Certified copies of the following documents in respect of the Partnership: Certificate of Registration<br>for a Partnership to be Registered as an Exempted Partnership and Limited Partnership dated 13 June 2007, Certificate of Deposit<br>of Supplementary Certificate (Change of Name) dated 10 July 2007, Certificate of Deposit of Supplementary Certificate (Change of<br>Registered Office) dated 8 December 2011, Amended and Restated Limited Partnership Agreement dated 16 February 2018, First Amendment<br>to the Amended and Restated Limited Partnership Agreement dated 12 September 2018, Second Amendment to the Amended and Restated Limited<br>Partnership Agreement dated 27 February 2020, Third Amendment to the Amended and Restated Limited Partnership Agreement dated 21<br>September 2020, Fourth Amendment to the Amended and Restated Limited Partnership Agreement dated 21 January 2021 and Fifth Amendment<br>to the Amended and Restated Limited Partnership Agreement dated 24 May 2021 (collectively, Partnership Constitutional Documents).
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4.	Certified copies of the Certificate of Incorporation, Memorandum of Association and Bye-Laws of BIPL (GPConstitutional Documents, together with the Partnership Constitutional Documents, Constitutional Documents).
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5.	Copies of the minutes of a meeting of the board of Directors of BIPL held on 10 November 2021 (Resolutions).
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6.	Certificates of Compliance each dated 16 November 2021 issued by the Registrar of Companies in respect<br>of BIPL and the Partnership.
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7.	An officer’s certificate signed by an officer of BIPL, it is capacity as general partner of the<br>Partnership (Officer’s Certificate).
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8.	The Registration Statement and the Prospectus Supplement.
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Exhibit 8.1

	1114 Avenue of the Americas, 23rd Floor<br> New York, New York 10036.7703 USA<br><br> <br>P. 212.880.6000	F. 212.682.0200<br><br> <br>www.torys.com

November 17, 2021

Brookfield Infrastructure Partners L.P.

73 Front Street

5th Floor

Hamilton HM 12, Bermuda

Re: United States FederalIncome Tax Opinion

Ladies and Gentlemen:

We have acted as United States federal income tax counsel to Brookfield Infrastructure Partners L.P., a Bermuda exempted limited partnership (“BIP”), in connection with the offering of limited partnership units of BIP (the “Units”). We have been asked to render our opinion as to certain U.S. tax matters disclosed in the prospectus supplement, dated November 11, 2021 (the “Prospectus Supplement”), filed by BIP with the U.S. Securities and Exchange Commission under the U.S. Securities Act of 1933, as amended (the “Act”). Capitalized terms used and not defined herein have the meanings ascribed to them in the Prospectus Supplement.

In so acting, we have examined originals or copies, certified or otherwise identified to our satisfaction, of:

(i) the Prospectus Supplement;

(ii) the Amended and Restated Limited Partnership Agreement of BIP, dated December 4, 2007, among Brookfield Infrastructure Partners Limited, a Bermuda exempted company (the “BIP General Partner”), Brookfield Asset Management Inc., an Ontario corporation (“BAM”), and each person admitted to BIP as a limited partner in accordance with the provisions of such agreement, as amended;

(iii) the Second Amended and Restated Limited Partnership Agreement of BIP, dated March 28, 2014, among the BIP General Partner and each person admitted to BIP as a limited partner in accordance with the provisions of such agreement, as amended;

(iv) the Amended and Restated Limited Partnership Agreement of BIP, dated February 29, 2016, among the BIP General Partner and each person admitted to BIP as a limited partner in accordance with the provisions of such agreement, as amended;

(v) the Amended and Restated Limited Partnership Agreement of BIP, dated February 9, 2017, among the BIP General Partner and each person admitted to BIP as a limited partner in accordance with the provisions of such agreement, as amended;

(vi) the Amended and Restated Limited Partnership Agreement of BIP, dated February 16, 2018, among the BIP General Partner and each person admitted to BIP as a limited partner in accordance with the provisions of such agreement, as amended (the “BIP Limited Partnership Agreement”);

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(vii) the Second Amended and Restated Limited Partnership Agreement of Brookfield Infrastructure L.P., a Bermuda limited partnership (the “Holding LP”), dated December 4, 2007, among Brookfield Infrastructure GP L.P., a Bermuda limited partnership, BAM, Trilon Bancorp Inc., an Ontario corporation, BIP, and Brookfield Canada Infrastructure Holdings Inc., an Ontario corporation, as amended;

(viii) the Third Amended and Restated Limited Partnership Agreement of the Holding LP, dated March 28, 2014, among BIP, Brookfield Infrastructure Special L.P., a Bermuda limited partnership previously named “Brookfield Infrastructure GP L.P.” (the “Infrastructure Special LP”), BILP Holding L.P., an Ontario limited partnership, BIG Holdings L.P., a Manitoba limited partnership, and each person admitted to the Holding LP as a limited partner in accordance with the provisions of such agreement, as amended;

(ix) the Amended and Restated Limited Partnership Agreement of the Holding LP, dated February 29, 2016, among BIP, the Infrastructure Special LP, BIP REU Holdings (2015) LP, an Ontario limited partnership, and each person admitted to the Holding LP as a limited partner in accordance with the provisions of such agreement, as amended;

(x) the Amended and Restated Limited Partnership Agreement of the Holding LP, dated February 9, 2017, among BIP, the Infrastructure Special LP, BIP REU Holdings (2015) LP, BIP REU Holdings (2016) LP, an Ontario limited partnership, and each person admitted to the Holding LP as a limited partner in accordance with the provisions of such agreement;

(xi) the Amended and Restated Limited Partnership Agreement of the Holding LP, dated August 18, 2017, among BIP, the Infrastructure Special LP, BIP REU Holdings (2015) LP, BIP REU Holdings (2016) LP, and each person admitted to the Holding LP as a limited partner in accordance with the provisions of such agreement;

(xii) the Amended and Restated Limited Partnership Agreement of the Holding LP, dated February 16, 2018, among BIP, the Infrastructure Special LP, BIP REU Holdings (2015) LP, BIP REU Holdings (2016) LP, and each person admitted to the Holding LP as a limited partner in accordance with the provisions of such agreement, as amended (the “Holding LP Limited Partnership Agreement”);

(xiii) the certificate of the BIP General Partner and the Infrastructure Special LP, of even date herewith, delivered to us for purposes of this opinion, including all schedules and exhibits thereto (the “Certificate”); and

(xiv) such agreements, documents, and other instruments as we have deemed necessary or appropriate.

In addition, we have examined, and have relied as to matters of fact upon, originals, duplicates, certified or conformed copies of such records, agreements, documents, and other instruments and such certificates or comparable documents of public officials and of officers and representatives of BIP and the Holding LP, and have made such other and further investigations, as we have deemed necessary or appropriate as a basis for the opinion hereinafter set forth.

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In rendering this opinion, we have assumed that (i) the transactions described in the Prospectus Supplement will be consummated in the manner set forth therein; (ii) the representations made in the Certificate are true, correct, and complete and will remain true, correct, and complete at all times; (iii) any representation set forth in the Certificate qualified by knowledge, intention, belief, or any similar qualification is and will remain true, correct, and complete without regard to such qualification; and (iv) each of BIP, the Holding LP, and each Fiscally Transparent Subsidiary (as such term is defined in the Certificate) operates and will continue to operate in accordance with certain operating guidelines set forth in such Certificate. In addition, we have assumed the genuineness of all signatures, the legal capacity of all 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.

Based upon the foregoing, and subject to the qualifications, assumptions, and limitations stated herein and in the Prospectus Supplement, we are of the opinion that (i) the statements set forth in the Prospectus Supplement under the caption “CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS,” insofar as they express conclusions as to the application of United States federal income tax law, represent our opinion as to the matters discussed therein; and (ii) as of the date hereof, each of BIP and the Holding LP will be classified as a partnership and not as an association or publicly traded partnership taxable as a corporation for United States federal income tax purposes.

Our opinion is based on 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, in each case as currently in effect and subject to change at any time with retroactive effect. Any change in applicable laws or facts and circumstances, or any inaccuracy in the statements, facts, assumptions, or representations on which we have relied, may affect the continuing validity of the opinion set forth herein. We assume no responsibility to inform you of any such change or inaccuracy. No opinion is expressed concerning any law other than the federal income tax law of the United States.

We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Prospectus Supplement and to the references to our firm under the captions “CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS” and “LEGAL MATTERS” in the Prospectus Supplement. In giving this consent, we do not hereby agree that we come within the category of persons whose consent is required by the Act or the rules thereunder.

Very truly yours,

/s/ Torys LLP

Brookfield Infrastructure Partners L.P 6-K, filed Nov 17, 2021

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