NuStar Energy L.P.
July 2, 2019
For the purposes of this letter, we have assumed that, at the time of the issuance, sale and delivery of any of the Securities:
(a) the Securities being offered will be issued and sold as
contemplated in the Registration Statement and the prospectus supplement relating thereto;
(b) the execution, delivery and performance by NuStar Logistics
of such Debt Securities, the applicable Indenture, and the issuance sale and delivery of the Debt Securities will not (i) contravene or violate the NuStar Logistics Organizational Documents, (ii) violate any law, rule or regulation applicable to
NuStar Logistics, (iii) result in a default under or breach of any agreement or instrument binding upon NuStar Logistics or any order, judgment or decree of any court or governmental authority applicable to NuStar Logistics or (iv) require any
authorization, approval or other action by, or notice to or filing with, any court or governmental authority (other than such authorizations, approvals, actions, notices or filings which shall have been obtained or made, as the case may be, and
which shall be in full force and effect);
(c) the authorization thereof by the applicable NuStar Entity,
as the case may be, will not have been modified or rescinded, and there will not have occurred any change in law affecting the validity, legally binding character or enforceability thereof; and
(d) the Partnership Organizational Documents, the NuStar
Logistics Organizational Documents and the NuPOP Organizational Documents, each as currently in effect, will not have been modified or amended and will be in full force and effect.
We have further assumed that the Senior Indenture, each indenture supplement to the Senior Indenture, the Subordinated Indenture and each supplement to
the Subordinated Indenture, will be governed by the laws of the State of New York.
With respect to each instrument or agreement referred to in or otherwise relevant to the opinions set forth herein (each, an “Instrument”), we
have assumed, to the extent relevant to the opinions set forth herein, that (i) each party to such Instrument (if not a natural person) was duly organized or formed, as the case may be, and was at all relevant times and is validly existing and in
good standing under the laws of its jurisdiction of organization or formation, as the case may be, and had at all relevant times and has full right, power and authority to execute, deliver and perform its obligations under such Instrument; (ii) such
Instrument has been duly authorized, executed and delivered by each party thereto; and (iii) such Instrument was at all relevant times and is a valid, binding and enforceable agreement or obligation, as the case may be, of, each party thereto.