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July 2, 2019
NuStar Energy L.P.
19003 IH-10 West
San Antonio, Texas 78257
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-3 (the “Registration Statement”) being filed by NuStar Energy L.P., a Delaware limited
partnership (the “Partnership”), NuStar Logistics, L.P., a Delaware limited partnership (“NuStar Logistics”), and NuStar Pipeline Operating Partnership L.P., a Delaware limited partnership (“NuPOP”), with the Securities and
Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of an unlimited amount of:
(i) common units representing limited partner interests in the
Partnership (“Common Units”);
(ii) preferred units representing limited partner interests in
the Partnership (“Preferred Units”);
(iii) debt securities of NuStar
Logistics (the “Debt
Securities”), which may be unsecured senior debt securities (the “Senior Debt Securities”) and/or unsecured subordinated debt securities (the “Subordinated Debt Securities”); and
(iv) guarantees of the Partnership and NuPOP with respect to
the Debt Securities (the “Guarantees”).
The Common Units, the Preferred Units, the Debt Securities and the Guarantees are collectively referred to herein as the “Securities.”
Unless otherwise specified in the applicable prospectus supplement, the Senior Debt Securities will be issued under the indenture, dated as of July 15,
2002 (as amended by the Third Supplemental Indenture thereto, dated as of July 1, 2005, the “Senior Indenture”) among NuStar Logistics, the Partnership, NuPop and Wells Fargo Bank, National Association (as successor trustee, the “Trustee”)
and the Subordinated Debt Securities will be issued under the indenture, dated as of January 22, 2013 (the “Subordinated Indenture” and, together with the Senior Indenture, the “Indentures”), among NuStar Logistics, the Partnership,
NuPOP and the Trustee.
Sidley Austin LLP is a limited liability partnership practicing in affiliation with other Sidley Austin partnerships.