Exhibit 5.1
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Phillips 66 Partners LP
2331 CityWest Boulevard
Houston, Texas 77042
| Re: | Registration Statement No. 333-232865—$300,000,000 Aggregate Principal Amount of 2.450% Senior Notes due 2024 and $600,000,000 Aggregate Principal Amount of 3.150% Senior Notes due 2029 |
Ladies and Gentlemen:
We have acted as special counsel to Phillips 66 Partners LP, a Delaware limited partnership (the “Partnership”), in connection with the issuance by the Partnership of $300,000,000 aggregate principal amount of its 2.450% Senior Notes due 2024 (the “2024 Notes”) and $600,000,000 aggregate principal amount of its 3.150% Senior Notes due 2029 (the “2029 Notes” and, together with the 2024 Notes, the “Notes”), under the Indenture dated as of July 26, 2019 (the “Base Indenture”), between the Partnership and U.S. Bank National Association, as trustee, as supplemented by (i) in the case of the 2024 Notes, the First Supplemental Indenture, dated as of September 6, 2019, setting forth the terms of the 2024 Notes (together with the Base Indenture, the “2024 Notes Indenture”), and (ii) in the case of the 2029 Notes, the Second Supplemental Indenture, dated as of September 6, 2019, setting forth the terms of the 2029 Notes (together with the Base Indenture, the “2029 Notes Indenture” and, together with the 2024 Notes Indenture, the “Indentures”), and pursuant to a registration statement on FormS-3 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on July 26, 2019 (RegistrationNo. 333-232865) (as amended, the “Registration Statement”), a base prospectus dated July 26, 2019, included in the Registration Statement at the time it became effective (as amended, the “Base Prospectus”), a preliminary prospectus supplement dated September 3, 2019 and filed with the Commission pursuant to Rule 424(b) under the Act (together with the Base Prospectus, the “Preliminary Prospectus”) and a prospectus supplement dated September 3, 2019 (together with the Base Prospectus, the “Prospectus”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of RegulationS-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus, other than as expressly stated herein with respect to the issuance of the Notes.