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SEC Filings
S-3ASR
NUSTAR ENERGY L.P. filed this Form S-3ASR on 07/02/2019
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NuStar Energy L.P.
July 2, 2019
Page 2

This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

We have examined: (i) the Registration Statement and the exhibits thereto; (ii) the certificate of limited partnership of the Partnership, as amended to the date hereof (the “Certificate of Limited Partnership”); (iii) the Eighth Amended and Restated Agreement of Limited Partnership of the Partnership (together with the Certificate of Limited Partnership, the “Partnership Organizational Documents”); (iv) the Certificate of Limited Partnership of Riverwalk Logistics, L.P., a Delaware limited partnership and the general partner of the Partnership (the “General Partner”), as amended to the date hereof; (v) the First Amended and Restated Limited Partnership Agreement of the General Partner, as amended to the date hereof; (vi) the Certificate of Formation of NuStar GP, LLC, a Delaware limited liability company and the general partner of the General Partner (“NuStar GP”), as amended to the date hereof; (vii) the Second Amended and Restated Limited Liability Company Agreement of NuStar GP; (viii) the Certificate of Limited Partnership of NuStar Logistics, as amended to the date hereof (the “NuStar Logistics Certificate of Limited Partnership”); (ix) the Second Amended and Restated Agreement of Limited Partnership of NuStar Logistics, as amended to the date hereof (together with the NuStar Logistics Certificate of Limited Partnership, the “NuStar Logistics Organizational Documents”); (x) the Certificate of Incorporation of NuStar GP, Inc., a Delaware corporation and the general partner of NuStar Logistics (“GP Inc.”), as amended to the date hereof; (xi) the Bylaws of GP Inc.; (xii) the Certificate of Limited Partnership of NuPOP, as amended to the date hereof (the “NuPOP Certificate of Limited Partnership”); (xiii) the Amended and Restated Agreement of Limited Partnership of NuPOP, as amended to the date hereof (together with the NuPOP Certificate of Limited Partnership, the “NuPOP Organizational Documents”); (xiv) the Certificate of Formation of NuStar Pipeline Company, LLC, a Delaware limited liability company and the general partner of NuPOP (“NuStar Pipeline” and, together with the Partnership, NuStar Logistics, NuPOP, the General Partner, NuStar GP and GP Inc., the “NuStar Entities”), as amended to the date hereof; (xv) the Limited Liability Company Agreement of NuStar Pipeline, as amended to the date hereof; and (xvi) the resolutions (the “Resolutions”) adopted by each of the board of directors of NuStar GP (the “Partnership Board”) and the board of directors of GP Inc. (the “NuStar Logistics Board”) relating to the Registration Statement. We have also examined originals, or copies of originals certified to our satisfaction, of such agreements, documents, certificates and statements of the NuStar Entities and others, and have examined such questions of law, as we have considered relevant and necessary as a basis for this opinion letter. We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of all persons and the conformity with the original documents of any copies thereof submitted to us for examination. As to facts relevant to the opinions expressed herein, we have relied without independent investigation or verification upon, and assumed the accuracy and completeness of, certificates, letters and oral and written statements and representations of public officials and officers and other representatives of the NuStar Entities.