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SEC Filings
S-3ASR
NUSTAR ENERGY L.P. filed this Form S-3ASR on 07/02/2019
Entire Document
 

NuStar Energy L.P.
July 2, 2019
Page 3

Based on and subject to the foregoing and the other limitations, qualifications and assumptions set forth herein, we are of the opinion that:

1.          With respect to an offering of Common Units covered by the Registration Statement, such Common Units will be duly authorized, validly issued and purchasers of such Common Units will have no obligation, solely by reason of their ownership of such Common Units, to make any contributions to the Partnership or any further payments for their purchase of such Common Units and will have no personal liability, solely by reason of their ownership of such Common Units, to creditors of the Partnership for any of its debts, liabilities or other obligations when: (i) the Registration Statement, as finally amended (including any necessary post-effective amendments), shall have become effective under the Securities Act; (ii) a prospectus supplement with respect to the sale of such Common Units shall have been filed with the SEC in compliance with the Securities Act and the rules and regulations thereunder; (iii) the Partnership Board or a duly authorized committee thereof shall have duly adopted final resolutions in conformity with the Partnership Organizational Documents and the Resolutions authorizing the issuance and sale of such Common Units; and (iv) certificates representing such Common Units shall have been duly executed, countersigned and registered and duly delivered in accordance with the applicable definitive purchase, underwriting or similar agreement upon payment of the agreed consideration therefor or, if any such Common Units are to be issued in uncertificated form, the Partnership’s books shall reflect the issuance of such Common Units in accordance with the applicable definitive purchase, underwriting or similar agreement upon payment of the agreed consideration therefor.

2.          With respect to an offering of Preferred Units covered by the Registration Statement, such Preferred Units will be duly authorized, validly issued and purchasers of such Preferred Units will have no obligation, solely by reason of their ownership of such Preferred Units, to make any contributions to the Partnership or any further payments for their purchase of such Preferred Units and will have no personal liability, solely by reason of their ownership of such Preferred Units, to creditors of the Partnership for any of its debts, liabilities or other obligations when: (i) the Registration Statement, as finally amended (including any necessary post-effective amendments), shall have become effective under the Securities Act; (ii) a prospectus supplement with respect to the sale of such Preferred Units shall have been filed with the SEC in compliance with the Securities Act and the rules and regulations thereunder; (iii) the Partnership Board or a duly authorized committee thereof shall have duly adopted final resolutions in conformity with the Partnership Organizational Documents establishing the designations, preferences, rights, qualifications, limitations or restrictions of such Preferred Units and the Resolutions authorizing the issuance and sale of such Preferred Units; and (iv) certificates representing such Preferred Units shall have been duly executed, countersigned and registered and duly delivered in accordance with the applicable definitive purchase, underwriting or similar agreement upon payment of the agreed consideration therefor or, if any such Preferred Units are to be issued in uncertificated form, the Partnership’s books shall reflect the issuance of such Preferred Units in accordance with the applicable definitive purchase, underwriting or similar agreement upon payment of the agreed consideration therefor.