August 6, 2007
Global Partners LP
P.O. Box 9161
800 South Street
Waltham, Massachusetts 02454-9161
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Global Partners LP, a Delaware limited partnership (the “Partnership”), with respect to certain legal matters in connection with the preparation of the Registration Statement on Form S-3 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), on the date hereof and to which this opinion is an exhibit. The Registration Statement relates to the registration of 1,785,715 common units (“Common Units”) of the Partnership being offered for resale by the Selling Unitholders. We have also participated in the preparation of the prospectus relating to the Registration Statement and included as a part thereof (the “Prospectus”). Capitalized terms not defined herein have the meanings ascribed to them in the Registration Statement.
In connection therewith, we prepared the discussion set forth under the caption “Material Tax Consequences” in the Prospectus (the “Discussion”). All statements of legal conclusions contained in the Discussion, unless otherwise noted, are our opinion with respect to the matters set forth therein as of the effective date of the Prospectus. In addition, we are of the opinion that the federal income tax discussion in the Prospectus with respect to those matters as to which no legal conclusions are provided is an accurate discussion of such federal income tax matters (except for the representations and statements of fact by the Partnership, included in the Discussion, as to which we express no opinion).
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the Registration Statement. This consent does not constitute an admission that we are “experts” within the meaning of such term as used in the Securities Act.
Very truly yours,
/s/ Vinson & Elkins L.L.P.
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