Exhibit 5.2
April 22, 2021
Genesis Energy, L.P.
Genesis Energy Finance Corporation
Guarantors
919 Milam Street
Suite 2100
Houston, TX 77002
Ladies and Gentlemen:
We have acted as local Louisiana counsel to Red River Terminals, L.L.C. (“Red River”) and TDC, L.L.C. (“TDC”), each a Louisiana limited liability company (the “Companies” and each, a “Company”), in connection with the registration pursuant to a Registration Statement on Form S-3 (File No. 333-255327) (as amended, the “Registration Statement”), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), of the offering and sale by Genesis Energy, L.P., a Delaware limited partnership (the “Partnership”) and Genesis Energy Finance Corporation, a Delaware corporation (collectively, the “Issuers”), of an aggregate principal amount of $250,000,000.00 of 8.0% Senior Notes due 2027 (the “Notes”), including the guarantees (each, a “Guarantee”) of the Notes by certain of the Partnership’s subsidiaries (the “Subsidiary Guarantors”), including the Companies, to be issued under the Indenture referred to below. The Notes will be issued pursuant to an Indenture dated as of May 21, 2015 (the “Base Indenture”), among the Issuers, the Subsidiary Guarantors and U.S. Bank National Association, as trustee (the “Prior Trustee”), as supplemented by the Fifteenth Supplemental Indenture thereto, dated as of December 17, 2020 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among the Issuers, the Subsidiary Guarantors and Regions Bank as successor trustee (the “Trustee”).
Documents Examined
In connection with our opinions, we have examined (i) (1) a photocopy of the executed Indenture, (2) photostatic copies of each of the articles of organization of Red River and TDC, the Operating Agreement, dated July 11, 2007, of TDC, and the Amended and Restated Operating Agreement, dated July 11, 2007, of Red River, and (3) resolutions of the Companies dated December 10, 2020 and April 16, 2021, in each case attached to an officer’s certificate dated April 22, 2021, (ii) certificates of the Companies, and (iii) good standing certificates dated April 16, 2021 issued by the Secretary of State of Louisiana (the “Louisiana Certificates”).
Assumptions
We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all copies submitted to us as conformed and certified or reproduced copies. We also have assumed the legal capacity of natural persons, the existence and entity power of all parties to the Indenture and all other documents, other than the Companies, and the due authorization, execution and delivery of the Indenture and all other documents by the parties thereto other than the Companies. We have assumed each member, manager, officer, or other representative of the Companies (and each member, manager, officer, or other representative of any tier thereof) is validly existing and in good standing under the law of the jurisdiction of its formation and has taken all action necessary or received all necessary authorizations under any applicable organizational documents and applicable law to authorize the execution and delivery of articles of organization, operating agreements,