Exhibit 5.1
October 8, 2024
Delek Logistics Partners, LP
310 Seven Springs Way
Suite 500
Brentwood, Tennessee 37027
Ladies and Gentlemen:
We have acted as counsel to Delek Logistics Partners, LP, a Delaware limited partnership (the “Partnership”), with respect to certain legal matters in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the offer and sale of up to 3,846,153 common units representing limited partner interests in the Partnership (including the units to be issued upon the exercise of the Underwriters’ option to purchase up to 576,922 additional Common Units) (the “Common Units”) pursuant to the terms of that certain Underwriting Agreement dated October 8, 2024 (the “Underwriting Agreement”), by and among the Partnership, Delek Logistics GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), and BofA Securities, Inc., Barclays Capital Inc. and RBC Capital Markets, LLC, as representatives of the several underwriters named on Schedule A thereto (collectively, the “Underwriters”).
The Common Units are being offered and sold by the Partnership to or through the Underwriters under a registration statement on Form S-3 originally filed with the Securities and Exchange Commission (the “Commission”) on April 26, 2024 (File No. 333–278939) (the “Registration Statement”), including the prospectus contained therein (the “Base Prospectus”), and declared effective on May 7, 2024, as supplemented by a prospectus supplement dated October 8, 2024 (together with the Base Prospectus, the “Prospectus”).
This opinion is furnished to you, in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, in connection with the filing of the Partnership’s Current Report on Form 8-K, which is incorporated by reference into the Registration Statement, and is not to be used, circulated, quoted or otherwise relied upon for any other purpose.
In our capacity as your counsel in the connection referred to above and as a basis for the opinion hereinafter expressed, we have examined (i) the Third Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of September 11, 2024, as amended (the “Partnership Agreement”), and the Certificate of Limited Partnership of the Partnership, dated as of April 23, 2012, (ii) the Fourth Amended and Restated Limited Liability Company Agreement of the General Partner, dated as of August 13, 2020, and the Certificate of Formation of the General Partner, dated as of April 23, 2012, (iii) statutes, including the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”) and the Delaware Limited Liability Company Act (the “Delaware LLC Act”), (iv) originals, or copies certified or otherwise identified, of the partnership and limited liability company records of the Partnership and the General Partner, including minute books of the General Partner as furnished to us by the General Partner, (v) originals, or copies certified or otherwise identified, of certificates of public officials and of representatives of the Partnership and the General Partner and other instruments and documents, (vi) the Registration Statement and the exhibits thereto, (vii) the Prospectus and (viii) the Underwriting Agreement.