Exhibit 5.1
November 28, 2017
Andeavor Logistics LP
19100 Ridgewood Parkway,
San Antonio, TX 78259.
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933 (the “Act”) of $500,000,000 aggregate principal amount of 3.500% Senior Notes due 2022, $750,000,000 aggregate principal amount of 4.250% Senior Notes due 2027 and $500,000,000 aggregate principal amount of 5.200% Senior Notes due 2047 (collectively, the “Debt Securities”) of Andeavor Logistics LP, a Delaware limited partnership (the “Partnership”), and Tesoro Logistics Finance Corp., a Delaware corporation (together with the Partnership, the “Issuers”), and guarantees of the Debt Securities (the “Guarantees” and, together with the Debt Securities, the “Securities”) by the subsidiaries of the Partnership listed on Schedule I hereto (the “Guarantors”), we, as your counsel, have examined such corporate, limited partnership and limited liability company records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion.
Upon the basis of such examination, we advise you that, in our opinion, (i) the Debt Securities constitute valid and legally binding obligations of the Issuers, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, and (ii) the Guarantees constitute valid and legally binding obligations of the Guarantors, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
The foregoing opinion is limited to the Federal laws of the United States, the laws of the State of New York, the General Corporation Law of the State of Delaware, the Delaware Revised Uniform Limited Partnership Act and the Delaware Limited Liability Company Act, and we are expressing no opinion as to the effect of the laws of any other jurisdiction.
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We have relied as to certain factual matters on information obtained from public officials, officers of the Issuers and the Guarantors, and other sources believed by us to be responsible, and we have assumed that the Indenture under which the Securities were issued have been duly authorized, executed and delivered by the Trustee thereunder, an assumption which we have not independently verified.
We hereby consent to the filing of this opinion as an exhibit to a Current Report on Form 8-K to be incorporated by reference into the Registration Statement relating to the Securities and to the reference to us under the heading “Legal Matters” in the Prospectus Supplement relating to the Securities, dated November 16, 2017. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.
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| Very truly yours, |
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| /s/ SULLIVAN & CROMWELL LLP |
Schedule I
Green River Processing, LLC
Andeavor Field Services LLC
Andeavor Midstream Partners GP LLC
Andeavor Midstream Partners LP
Andeavor Midstream Partners Operating LLC
Andeavor Gathering I LLC
Tesoro Alaska Pipeline Company LLC
Tesoro Alaska Terminals LLC
Tesoro High Plains Pipeline Company LLC
Tesoro Logistics Northwest Pipeline LLC
Tesoro Logistics Operations LLC
Tesoro Logistics Pipelines LLC
Tesoro SoCal Pipeline Company LLC
Western Refining Logistics LP
Western Refining Wholesale, LLC
Western Refining Terminals, LLC
WNRL Finance Corp.
WNRL Energy GP, LLC
WNRL Energy, LLC
Western Refining Product Transport, LLC
