Exhibit 5.1
 | 600 Travis, Suite 4200 Houston, Texas 77002 713.220.4200 Phone 713.220.4285 Fax andrewskurth.com |
December 9, 2011
NuStar Energy L.P.
2330 N. Loop 1604 West
San Antonio, Texas 78248
Ladies and Gentlemen:
We have acted as special counsel to NuStar Energy L.P., a Delaware limited partnership (the “Partnership”), in connection with the offering and sale of 6,037,500 common units representing limited partner interests in the Partnership (including the common units to be issued upon exercise of the underwriters’ option to purchase 787,500 additional common units) (the “Common Units”) pursuant to the Partnership’s automatic shelf registration statement on Form S-3ASR (Registration No. 333-166797), filed under the Securities Act of 1933, as amended (the “Securities Act”), and effective on May 13, 2010 (the “Registration Statement”). A prospectus supplement dated December 6, 2011, which together with the accompanying prospectus dated May 13, 2010 shall constitute the “Prospectus,” has been filed pursuant to Rule 424(b) promulgated under the Securities Act.
As the basis for the opinions hereinafter expressed, we have examined such statutes, including the Delaware Revised Uniform Limited Partnership Act, as amended (the “Delaware LP Act”), regulations, corporate records and documents, including the Third Amended and Restated Agreement of Limited Partnership of the Partnership dated March 18, 2003, as amended to date (the “Partnership Agreement”), certificates of corporate and public officials, and other instruments and documents as we have deemed necessary or advisable for the purposes of this opinion. In making our examination, we have assumed and not verified (i) the genuineness of all signatures on documents examined by us, (ii) the legal capacity of all natural persons, (iii) the authenticity of all documents submitted to us as originals and (iv) the conformity with the original documents of all documents submitted to us as certified, conformed or photostatic copies. We have also assumed that all Common Units will be issued and sold in the manner described in the Prospectus and in accordance with the terms of the Underwriting Agreement dated December 6, 2011 relating to the offer and sale of the Common Units (the “Underwriting Agreement”).
Based upon the foregoing, and subject to the limitations, qualifications, exceptions and assumptions set forth herein, and having due regard for such legal considerations as we deem relevant, we are of the opinion that (i) the issuance of the Common Units by the Partnership in accordance with the terms of the Underwriting Agreement has been duly authorized by the general partner of the Partnership and (ii) when the Common Units have been issued and delivered in accordance with the terms of the Underwriting Agreement, the Common Units will
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NuStar Energy L.P.
December 9, 2011
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be validly issued, fully paid and non-assessable. We note, however, that a holder of Common Units (1) may be obligated to repay any funds distributed to it if such holder knew that such funds were wrongfully distributed to it by the Partnership or (2) if certain rights or actions permitted under the Partnership Agreement were deemed by a court to be “participation in control,” such holder of Common Units may be held liable for the obligations of the Partnership.
We express no opinion other than as to the federal laws of the United States of America and the Delaware LP Act (including the applicable provisions of the Delaware Constitution and reported judicial decisions interpreting those laws) as in effect and existing on the date hereof.
We consent to the filing by you of this opinion as an exhibit to the Partnership’s Current Report on Form 8-K filed on the date hereof, and we further consent to the use of our name under the caption “Legal Matters” in the Prospectus. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations issued thereunder. This opinion is expressed as of the date hereof, and we disclaim any undertaking to advise you of any subsequent changes of the facts stated or assumed herein or any subsequent changes in applicable law.
Very truly yours,
/s/ Andrews Kurth LLP