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SEC Filings
S-8
NUSTAR ENERGY L.P. filed this Form S-8 on 05/15/2002
Entire Document
 
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                                  LEGAL MATTERS

     The validity of the Company's  Common Units being  offered  hereby has been
passed upon for the Company by Todd Walker, Esq., Secretary for the Company. Mr.
Walker beneficially owns Common Units of the Company.

Item 6. Indemnification of Directors and Officers.

     Under the  Company's  partnership  agreement,  in most  circumstances,  the
Company will indemnify the following persons, to the fullest extent permitted by
law, from and against all losses, claims, damages or similar events:

     (1)  the general partner;

     (2)  any departing general partner;

     (3)  any person who is or was an  affiliate  of the general  partner or any
          departing general partner;

     (4)  any  person  who is or was a  partner,  officer,  director,  employee,
          agent, or trustee of the general partner, Valero GP, LLC, or departing
          general  partner or any affiliate of the general  partner,  Valero GP,
          LLC, or departing general partner; or

     (5)  any person who is or was serving at the request of the general partner
          or departing  general  partner or any affiliate of the general partner
          or  departing  general  partner  as an  officer,  director,  employee,
          member, partner, agent, or trustee of another person.

     Any  indemnification  under  these  provisions  will  only  be  out  of the
Company's assets. Unless it otherwise agrees in its sole discretion, the general
partner shall not be personally liable for any of the Company's  indemnification
obligations,  nor have any  obligation  to contribute or loan funds or assets to
the Company to enable us to effectuate indemnification.  The Company maintains a
policy of director's  and officer's  liability  insurance,  and has entered into
indemnification agreements with the directors and certain officers of Valero GP,
LLC,  providing  for  indemnification  on the terms  set out in the  partnership
agreement of the Company.