SIDLEY AUSTIN LLP
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NuStar Energy, L.P.
19003 IH-10 West
San Antonio, Texas 78257
Re: Registration Statement on Form S-3
We have acted as special tax counsel to NuStar Energy, L.P., a Delaware limited partnership (the “Partnership”), in connection with the registration statement on
Form S-3 (the “Registration Statement”), being filed by the Partnership with the Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to the
registration of common and preferred units representing limited partner interests in the Partnership and debt securities of NuStar Logistics, L.P., a Delaware limited partnership, that may be offered and sold from time to time pursuant to Rule 415
under the Securities Act.
This opinion is based on various facts and assumptions, and is conditioned upon certain representations made to us by the Partnership as to factual matters through an
officer’s certificate (the “Officer’s Certificate”).
In addition, this opinion is based upon the factual representations of the Partnership concerning its business, properties and governing documents as set forth in the Registration Statement
and the Partnership’s responses to our examinations and inquiries.
In our capacity as special tax counsel to the Partnership, we have made such legal and factual examinations and inquiries, including an examination of originals or copies
certified or otherwise identified to our satisfaction of such documents, corporate records and other instruments, as we have deemed necessary or appropriate for purposes of this opinion. In our examination, we have assumed the authenticity of all
documents submitted to us as originals, the genuineness of all signatures thereon, the legal capacity of natural persons executing such documents and the conformity to authentic original documents of all documents submitted to us as copies. For the
purpose of our opinion, we have not made an independent investigation or audit of the facts set forth in the above-referenced documents or in the Officer’s Certificate. In addition, in rendering this opinion we have assumed the truth and accuracy of
all representations and statements made to us which are qualified as to knowledge or belief, without regard to such qualification.
We are opining herein as to the effect on the subject transactions only of the federal income tax laws of the United States and we express no opinion with respect to the
applicability thereto, or the effect thereon, of other federal laws, foreign laws, the laws of any state or any other jurisdiction or as to any matters of municipal law or the laws of any other local agencies within any state. No opinion is expressed
as to any matter not discussed herein.
Based on such facts, assumptions and representations and subject to the limitations set forth herein and in the Registration Statement and the Officer’s Certificate, the
statements in the Registration Statement under the heading “Material Tax Consequences” insofar as such statements purport to constitute summaries of United States federal income tax law and regulations or legal conclusions with respect thereto,
constitute the opinion of Sidley Austin LLP as to the material United States federal income tax consequences of the matters described therein.
Sidley Austin LLP is a limited liability partnership practicing in affiliation with other Sidley Austin partnerships.