TGP » Topics » Item 6 - Exhibits

This excerpt taken from the TGP 6-K filed May 17, 2006.

Item 6 – Exhibits

  The following exhibits are filed as part of this Report:
  3.1 Certificate of Limited Partnership of Teekay LNG Partners L.P. (1)
  3.2 Form of First Amended and Restated Agreement of Limited Partnership of Teekay LNG Partners L.P. (2)
  3.3 Certificate of Formation of Teekay G.P. L.L.C. (1)
  3.4 Form of Second Amended and Restated Limited Liability Company Agreement of Teekay GP L.L.C. (3)
   15.1    Acknowledgement of Independent Registered Public Accounting Firm.

(1)     Previously filed as an exhibit to the Partnership’s Registration Statement on Form F-1 (File No. 333-120727), filed with the SEC on November 24, 2004, and hereby incorporated by reference to such Registration Statement.

(2)     Previously filed as Appendix A to the Partnership’s Rule 424(b)(4) Prospectus filed with the SEC on May 6, 2005, and hereby incorporated by reference to such Prospectus.

(3)     Previously filed as an exhibit to the Partnership’s Amendment No. 3 to Registration Statement on Form F-1 (File No. 333-120727), filed with the SEC on April 11, 2005, and hereby incorporated by reference to such Registration Statement.

THIS REPORT ON FORM 6-K IS HEREBY INCORPORATED BY REFERENCE INTO THE FOLLOWING REGISTRATION STATEMENT OF THE PARTNERSHIP:

 •      REGISTRATION STATEMENT ON FORM S-8 (NO. 333-124647) FILED WITH THE SEC ON MAY 5, 2005

SIGNATURES

           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.

Date: May 17, 2006           TEEKAY LNG PARTNERS L.P.

          By: Teekay GP L.L.C., its general partner

          By:     /s/ Peter Evensen          
          Peter Evensen
          Chief Executive Officer and Chief Financial Officer
          (Principal Financial and Accounting Officer)

Exhibit 15.1

ACKNOWLEDGEMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

May 17, 2006

To the Board of Directors and Unitholders of Teekay LNG Partners L.P.

We are aware of the incorporation by reference in the Registration Statement (Form S-8 No. 333-124647) pertaining to the Teekay LNG Partners L.P. 2005 Long Term Incentive Plan of our report dated May 1, 2006 relating to the unaudited consolidated interim financial statements of Teekay LNG Partners L.P. and its subsidiaries that is included in its interim report (Form 6-K) for the three months ended March 31, 2006.

Pursuant to Rule 436(c) of the Securities Act of 1933, our report is not a part of the registration statement prepared or certified by accountants within the meaning of Section 7 or 11 of the Securities Act of 1933.


/s/ Ernst & Young LLP
Chartered Accountants
Vancouver, Canada

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