Exhibit 5.1
NORTH POINT • 901 LAKESIDE AVENUE • CLEVELAND, OHIO 44114.1190
TELEPHONE: +1.216.586.3939 • FACSIMILE: +1.216.579.0212
November 15, 2018
MPLX LP
200 E. Hardin Street
Findlay, Ohio 45840
| Re: | $750,000,000 of 4.800% Senior Notes due 2029 of MPLX LP |
$1,500,000,000 of 5.500% Senior Notes due 2049 of MPLX LP
Ladies and Gentlemen:
We are acting as counsel for MPLX LP, a Delaware limited partnership (the “Partnership”), in connection with the issuance and sale of (i) $750,000,000 aggregate principal amount of the Partnership’s 4.800% Senior Notes due 2029 (the “2029 Notes”) and (ii) $1,500,000,000 aggregate principal amount of the Partnership’s 5.500% Senior Notes due 2049 (together with the 2029 Notes, the “Notes”), pursuant to the Underwriting Agreement, dated November 7, 2018, among the Partnership, MPLX GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), and J.P. Morgan Securities LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC, acting as representatives of the several underwriters named therein. The Notes will be issued pursuant to an indenture, dated as of February 12, 2015 (as amended, supplemented or otherwise modified to the date hereof, the “Base Indenture”), between the Partnership and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by the Thirteenth Supplemental Indenture, dated as of the date hereof (the “Thirteenth Supplemental Indenture”), between the Partnership and the Trustee and the Fourteenth Supplemental Indenture, dated as of the date hereof (together with the Thirteenth Supplemental Indenture and the Base Indenture, the “Indenture”), between the Partnership and the Trustee.
In connection with the opinion expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of such opinion. Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that the Notes constitute valid and binding obligations of the Partnership.
For the purposes of the opinion expressed herein, we have assumed that (i) the Trustee has authorized, executed and delivered the Indenture, (ii) the Notes have been duly authenticated by the Trustee in accordance with the terms of the Indenture and (iii) the Indenture is the valid, binding and enforceable obligation of the Trustee.
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