Exhibit 5.3
[LETTERHEAD OF LISKOW & LEWIS]
April 20, 2012
Genesis Energy, L.P.
919 Milam, Suite 2100
Houston, Texas 77002
Registration Statement Form S-3
Ladies and Gentlemen:
We have acted as special counsel to Red River Terminals, L.L.C. and TDC, L.L.C., each a Louisiana limited liability company (the “Companies” and each, a “Company”) in order to render this opinion in connection with the registration, pursuant to a registration statement on Form S-3, as amended (the “Registration Statement”), filed by Genesis Energy, L.P., a Delaware limited partnership (the “Partnership”), with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to the offering and sale from time to time, as set forth in the Registration Statement, the form of prospectus contained therein (the “Prospectus”), and one or more supplements to the Prospectus (each, a “Prospectus Supplement”), of an indeterminate aggregate amount of securities (the “Securities”) consisting of (a) common units (the “Common Units”) representing limited partnership interests in the Partnership, (b) preferred securities (the “Preferred Securities”) representing limited partnership interests in the Partnership, (c) subordinated securities (the “Subordinated Securities” and, together with the Common Units and the Preferred Securities, the “LP Equity Securities”) representing limited partnership interests in the Partnership, (d) the Partnership’s options to purchase LP Equity Securities (the “Options”), (e) the Partnership’s warrants to purchase LP Equity Securities or Debt Securities (defined below) (the “Warrants”), (f) the Partnership’s rights to purchase LP Equity Securities (the “Rights”), (g) the Partnership’s senior debt securities, as to which the Partnership’s subsidiary, Genesis Energy Finance Corporation, a Delaware corporation (“Genesis Finance”), may be co-issuer, in one or more series (the “Senior Debt Securities”), and the Partnership’s subordinated debt securities, as to which Genesis Finance may be co-issuer, in one or more series (the “SubordinatedDebt Securities” and, together with the Senior Debt Securities, the “Partnership Debt Securities”) and (h) guarantees (the “Guarantees”) of Partnership Debt Securities by the subsidiaries, including the Companies (the “Subsidiary Guarantors”), listed onSchedule I hereto and named in the Registration Statement (the Partnership Debt Securities, together with (if such Partnership Debt Securities have been guaranteed by Subsidiary Guarantors) the related Guarantees of such Subsidiary Guarantors, being referred to herein as the “Debt Securities”) or any combination of the foregoing, each on terms to be determined at the time of each offering. This opinion is being furnished at the request of the Partnership.
Genesis Energy, L.P.
April 20, 2012
Page 2
We have examined originals or certified copies of (i) a form of the Indenture for the Senior Debt Securities filed as Exhibit 4.30 to the Registration Statement to be entered into by the Partnership, Genesis Finance, the Companies, the other Subsidiary Guarantors and U.S. Bank National Association, as trustee, the form and terms (including whether Genesis Finance is co-issuer thereof and any Guarantees) of any series of Partnership Debt Securities issued under such Indenture to be established by and set forth in an officers’ certificate or supplemental indenture to such Indenture, (ii) a form of the Indenture for the Subordinated Debt Securities filed as Exhibit 4.31 to the Registration Statement to be entered into by the Partnership, Genesis Finance, the Companies, the other Subsidiary Guarantors and U.S. Bank National Association, as trustee (together with the trustee referred to in (i), each a “Trustee”) (the indentures in (i) and (ii) are each referred to herein as an “Indenture”), the form and terms (including whether Genesis Finance is co-issuer thereof and any Guarantees) of any series of Partnership Debt Securities issued under such Indenture to be established by and set forth in an officers’ certificate or a supplemental indenture to such Indenture, (iii) photostatic copies of each of the articles of organization of Red River Terminals, L.L.C. and TDC, L.L.C., the Operating Agreement, dated July 25, 2007, of TDC, L.L.C. and the Amended and Restated Operating Agreement, dated July 11, 2007, of Red River Terminals, L.L.C., and (iv) and other certificates and documents of officials of the Companies and public officials and others as we have deemed appropriate for purposes of this letter. 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. As to various questions of fact relevant to this letter, we have relied, without independent investigation, upon certificates of public officials and certificates of officers of the Companies, all of which we assume to be true, correct and complete.
Based upon the foregoing and subject to the assumptions, exceptions, qualifications and limitations set forth hereinafter, we are of the opinion that, with respect to Securities constituting Partnership Debt Securities guaranteed by Guarantees that include the Guarantee by a Company, when:
(i) the Partnership, each Company and the other Subsidiary Guarantors (together with the Partnership, the Companies and Genesis Finance, the “Obligors”) and, if such Debt Securities constitute Partnership Debt Securities as to which Genesis Finance is co-issuer, Genesis Finance have taken all necessary action to establish the form and terms of such Debt Securities and to authorize and approve the issuance of such Debt Securities, the terms of the offering thereof and related matters,
(ii) the applicable Indenture in substantially the form filed as an exhibit to the Registration Statement and any officers’ certificate or supplemental indenture thereto relating to such Debt Securities have been duly authorized, executed and delivered by the parties thereto (including each Company and the other Subsidiary Guarantors and, if Debt Securities constitute Partnership Debt Securities as to which Genesis Finance is co-issuer, Genesis Finance) with the terms of such Debt Securities (including whether Genesis Finance is co-issuer thereof) and such Guarantees having been set forth in such Indenture or a supplemental indenture or an officers’ certificate delivered pursuant thereto,
Genesis Energy, L.P.
April 20, 2012
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(iii) the Trustee under the applicable Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended (the “TIA”), and
(iv) such Debt Securities (including any notations of such Guarantee thereon) have been duly executed, authenticated, issued and delivered in accordance with the terms of the applicable Indenture and the applicable resolution of the governing body of the Partnership and, if such Debt Securities constitute Partnership Debt Securities as to which Genesis Finance is co-issuer, Genesis Finance or supplemental indenture relating to such Debt Securities and the applicable definitive purchase, underwriting or similar agreement against payment (or delivery) of the consideration therefor provided for therein, or, if such Debt Securities are issuable upon exchange or conversion of Securities constituting Preferred Securities or Subordinated Securities, the amendment to the organizational or charter documents of the Partnership or certificate of designations therefor, or if such Debt Securities are issuable upon exercise of Securities constituting Warrants, the applicable warrant agreement therefor, against payment (or delivery) of the consideration therefor provided for therein,
such Guarantee by such Company will have been duly authorized by all necessary limited liability company action on the part of such Company.
The opinions and other matters in this letter are qualified in their entirety and subject to the following:
| | (A) | We have assumed that, in the case of each offering and sale of Securities that constitute Partnership Debt Securities that are guaranteed by Guarantees that include a Company’s Guarantee, (i) the Registration Statement, and any amendments thereto (including post-effective amendments), will have become effective under the Act and the Indenture will have been qualified under the TIA and such effectiveness or qualification shall not have been terminated or rescinded; (ii) a Prospectus Supplement will have been prepared and filed with the Commission describing such Securities; (iii) such Securities will have been issued and sold in compliance with applicable United States federal and state securities Laws (hereinafter defined) and pursuant to and in the manner stated in the Registration Statement and the applicable Prospectus Supplement; (iv) unless such Debt Securities are issuable upon exercise of Securities constituting Warrants or upon exchange or conversion of Securities constituting Preferred Securities or Subordinated Securities, a definitive purchase, underwriting or similar agreement with respect to the issuance and sale of such Debt Securities will have been duly authorized, executed and delivered by the Partnership and the other parties thereto; (v) at the time of the issuance of such Securities, such Company, the Partnership and, if such Securities constitute Debt Securities that constitute Partnership Debt Securities as to which Genesis Finance is co-issuer, Genesis Finance and each of the other Obligors (a) will validly exist and be duly qualified and in good standing under the laws of its jurisdiction of incorporation, |
Genesis Energy, L.P.
April 20, 2012
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formation or organization and (b) will have the necessary corporate, limited liability company or partnership power and due authorization and the agreement of limited partnership of the Partnership as in effect on the date hereof (the “Partnership Agreement”) and the other organizational or charter documents of such Company, the Partnership, Genesis Finance and each of the other Obligors will be in full force and effect and will not have been amended, restated, supplemented or otherwise altered, and there will have been no authorization of any such amendment, restatement, supplement or other alteration, since the date hereof; (vi) the terms of such Securities and of their issuance and sale will have been established in conformity with and so as not to violate, or result in a default under or breach of, the organizational or charter documents of such Company, the Partnership, and, if such Securities constitute Debt Securities that constitute Partnership Debt Securities as to which Genesis Finance is co-issuer, Genesis Finance and each of the other Obligors, and the terms of such Securities and of their issuance and sale will have been established in conformity with and so as not to violate, or result in a default under or breach of any applicable law, regulation or administrative order or any agreement or instrument binding upon each such Obligor and so as to comply with any requirement or restriction imposed by any court or governmental or regulatory body (including any securities exchange on which the Partnership’s securities are listed for trading) having jurisdiction over each such Obligor and in conformity with the applicable Indenture, supplemental indenture or officers’ certificate and the applicable resolution of the governing body of the Partnership and, if such Debt Securities constitute Partnership Debt Securities as to which Genesis Finance is co-issuer, the applicable Indenture, supplemental indenture or officers’ certificate and the applicable resolution of the governing body of Genesis Finance; (vii) if (a) such Debt Securities are issuable (x) upon exercise of Securities constituting Warrants, (A) the Partnership will have taken all necessary action to authorize and approve the issuance of such Warrants, the terms of the offering thereof and related matters and (B) such Warrants have been duly executed, countersigned, issued and delivered in accordance with the terms of the applicable warrant agreement therefor and such authorization and approval related to such Warrants and the terms of the applicable definitive purchase, underwriting or similar agreement, against payment (or delivery) of the consideration therefor provided for therein, (y) upon exchange or conversion of Securities constituting Preferred Securities, (A) the Partnership will have taken all necessary action to authorize and approve the issuance of such Preferred Securities, the terms of the offering thereof and related matters, (B) the Partnership will have taken all necessary action to designate and establish the terms of such Preferred Securities and will have amended the Partnership Agreement and caused a certificate of designations with respect to such Preferred Securities to be prepared and filed with the Secretary of State of the State of Delaware to the extent required under the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”) and the Partnership Agreement,
Genesis Energy, L.P.
April 20, 2012
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and (C) such Preferred Securities will have been duly issued and delivered, with certificates representing such Preferred Securities having been duly executed, countersigned, registered and delivered or, if uncertificated, valid book-entry notations for the issuance thereof in uncertificated form having been duly made in the register of Preferred Securities of the Partnership, in accordance with the terms of any applicable definitive purchase, underwriting or similar agreement or, if such Preferred Securities are issuable upon the exercise of Securities constituting Options, the applicable option agreement therefor, or if such Preferred Securities are issuable upon exercise of Securities constituting Warrants, the applicable warrant agreement therefor, or if such Preferred Securities are issuable pursuant to Rights, the applicable rights agreement therefor, against payment (or delivery) of the consideration therefor provided for therein, or if such Preferred Securities are issuable upon exchange or conversion of Securities constituting Debt Securities, the applicable officers’ certificate, supplemental indenture or Indenture therefor, against payment (or delivery) of the consideration therefor provided for therein, or (z) upon exchange or conversion of Securities constituting Subordinated Securities, (A) the Partnership will have taken all necessary action to authorize and approve the issuance of such Subordinated Securities, the terms of the offering thereof and related matters, (B) the Partnership will have taken all necessary action to designate and establish the terms of such Subordinated Securities and will have amended the Partnership Agreement and caused a certificate of designations with respect to such Subordinated Securities to be prepared and filed with the Secretary of State of the State of Delaware to the extent required under the Delaware LP Act and the Partnership Agreement, and (C) such Subordinated Securities will have been duly issued and delivered, with certificates representing such Subordinated Securities having been duly executed, countersigned, registered and delivered or, if uncertificated, valid book-entry notations for the issuance thereof in uncertificated form having been duly made in the register of Subordinated Securities of the Partnership, in accordance with the terms of any applicable definitive purchase, underwriting or similar agreement or, if such Subordinated Securities are issuable upon the exercise of Securities constituting Options, the applicable option agreement therefor, or if such Subordinated Securities are issuable upon exercise of Securities constituting Warrants, the applicable warrant agreement therefor, or if such Subordinated Securities are issuable pursuant to Rights, the applicable rights agreement therefor, against payment (or delivery) of the consideration therefor provided for therein, or if such Subordinated Securities are issuable upon exchange or conversion of Securities constituting Debt Securities, the applicable officers’ certificate, supplemental indenture or Indenture therefor, against payment (or delivery) of the consideration therefor provided for therein, or (b) such Securities constitute Debt Securities that are exchangeable for or convertible into Securities constituting LP Equity Securities, the Partnership will have then taken all necessary action to authorize and approve the issuance of such LP
Genesis Energy, L.P.
April 20, 2012
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Equity Securities upon exchange or conversion of such Debt Securities (including, in the case of Preferred Securities or Subordinated Securities, an amendment to the organizational or charter documents of the Partnership and the filing of a certificate of designations with respect to such Preferred Securities or Subordinated Securities with the Secretary of State of the State of Delaware to the extent required under the Delaware LP Act and the organizational or charter documents of the Partnership), the terms of such exchange or conversion and related matters and to reserve such LP Equity Securities for issuance upon such exchange or conversion; (viii) the officers’ certificate or supplemental indenture to the related Indenture establishing any terms different from those in such Indenture shall not include any provision that is unenforceable against the Partnership or, if Genesis Finance is co-issuer thereof, Genesis Finance; (ix) the officers’ certificate or supplemental indenture to the related Indenture establishing any terms different from those in such Indenture shall not include any provision that is unenforceable against such Company or any other applicable Subsidiary Guarantors; and (x) the applicable Indenture will constitute the legal, valid and binding obligation of each party thereto, enforceable against such party in accordance with its terms.
| | (B) | You are advised that our engagement has been limited to specific matters; consequently, there may exist matters of a legal nature involving the Companies about which we have not advised and of which we have no knowledge. |
| | (C) | We express no opinion regarding any Blue Sky laws or any securities laws. |
| | (D) | We express no opinion as to the laws of any jurisdiction other than any published constitutions, treaties, laws, rules or regulations or judicial or administrative decisions (“Laws”) of the Laws of the State of Louisiana. |
| | (E) | The matters expressed in this letter are subject to and qualified and limited by (i) applicable bankruptcy, insolvency, fraudulent transfer and conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally; (ii) general principles of equity, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief (regardless of whether considered in a proceeding in equity or at law); and (iii) securities Laws and public policy underlying such Laws with respect to rights to indemnification and contribution. |
| | (F) | The opinions expressed herein are written as of and relate solely to the date hereof, and we disclaim any obligation to update this Opinion in any manner or for any reason. |
Genesis Energy, L.P.
April 20, 2012
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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 Prospectus under the caption “Legal Matters.” In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act and the rules and regulations thereunder.
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Genesis Energy, L.P.
April 20, 2012
Page 8
Very truly yours,
/s/ LISKOW & LEWIS
LISKOW & LEWIS
A Professional Law Corporation
Schedule I
Subsidiary Guarantors
| | |
| | | Jurisdiction of Formation or Organization |
Davison Petroleum Supply, LLC | | Delaware |
Davison Transportation Services, Inc. | | Delaware |
Davison Transportation Services, LLC | | Delaware |
Fuel Masters, LLC | | Texas |
GEL CHOPS GP, LLC | | Delaware |
GEL CHOPS I, L.P. | | Delaware |
GEL CHOPS II, L.P. | | Delaware |
GEL Louisiana Fuels, LLC | | Delaware |
GEL Odyssey, LLC | | Delaware |
GEL Offshore Pipeline, LLC | | Delaware |
GEL Offshore, LLC | | Delaware |
GEL Poseidon, LLC | | Delaware |
GEL Sekco, LLC | | Delaware |
GEL Tex Marketing, LLC | | Delaware |
GEL Wyoming, LLC | | Delaware |
Genesis CHOPS I, LLC | | Delaware |
Genesis CHOPS II, LLC | | Delaware |
Genesis CO2 Pipeline, L.P. | | Delaware |
Genesis Crude Oil, L.P. | | Delaware |
Genesis Davison, LLC | | Delaware |
Genesis Energy, LLC | | Delaware |
Genesis Free State Holdings, LLC | | Delaware |
Genesis Marine, LLC | | Delaware |
Genesis Natural Gas Pipeline, L.P. | | Delaware |
Genesis NEJD Holdings, LLC | | Delaware |
Genesis Odyssey, LLC | | Delaware |
Genesis Offshore, LLC | | Delaware |
Genesis Pipeline Alabama, LLC | | Alabama |
Genesis Pipeline Texas, L.P. | | Delaware |
Genesis Pipeline USA, L.P. | | Delaware |
Genesis Poseidon, LLC | | Delaware |
Genesis Rail Services, LLC | | Delaware |
Genesis Sekco, LLC | | Delaware |
Genesis Syngas Investments, L.P. | | Delaware |
Milam Services, Inc. | | Delaware |
Red River Terminals, L.L.C. | | Louisiana |
TDC Services Corporation, Inc. | | Delaware |
TDC, L.L.C. | | Louisiana |
Texas City Crude Oil Terminal, LLC | | Delaware |
