Exhibit 5.1
 | 125 Broad Street New York, New York 10004-2498 | |
TELEPHONE: 1-212-558-4000 FACSIMILE: 1-212-558-3588 WWW.SULLCROM.COM |
LOS ANGELES • PALO ALTO • WASHINGTON, D.C.
BRUSSELS • FRANKFURT • LONDON • PARIS
BEIJING • HONG KONG • TOKYO
MELBOURNE • SYDNEY |
November 14, 2017
Andeavor Logistics LP
Tesoro Logistics Finance Corp.
c/o Andeavor Logistics LP,
19100 Ridgewood Parkway,
San Antonio, TX 78259.
Ladies and Gentlemen:
We are acting as counsel to Andeavor Logistics LP, a Delaware limited partnership (the “Partnership”), and Tesoro Logistics Finance Corp., a Delaware corporation (“Finance Corp”), in connection with the filing of a registration statement on FormS-3 (the “Registration Statement”) under the Securities Act of 1933 (the “Act”). The Registration Statement registers senior debt securities, which may beco-issued by the Partnership and Finance Corp (“Debt Securities”), preferred units representing limited partner interests of the Partnership (“Preferred Units”), common units representing limited partner interests of the Partnership (“Common Units”) and guarantees of the Debt Securities (the “Guarantees”) by the subsidiaries of the Partnership listed on Schedule I hereto (the “Guarantors”). We refer to the Debt Securities, Preferred Units, Common Units and Guarantees, collectively, as the “Securities”.
In connection with the filing of the Registration Statement, 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:
(1)Debt Securities. When the Registration Statement has become effective under the Act, the Indenture relating to the Debt Securities has been duly authorized, executed and delivered substantially in the form so filed, the terms of the Debt Securities and of their issuance and sale have been duly established in conformity with the Indenture so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Partnership or Finance Corp, and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Partnership or Finance Corp, and the Debt Securities have been duly executed and authenticated in accordance with the Indenture and issued and
Andeavor Logistics LP Tesoro Logistics Finance Corp. | - 2 - |
sold as contemplated in the Registration Statement, the Debt Securities will constitute valid and legally binding obligations of the Partnership and, ifco-issued by Finance Corp, Finance Corp, 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.
(2)Preferred Units. When the Registration Statement has become effective under the Act, the Partnership has entered into an amended and restated limited partnership agreement to provide for the issuance of the Preferred Units, the terms of the Preferred Units and of their issuance and sale have been duly established in conformity with the Partnership’slimited partnership agreement, as amended, so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Partnership and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Partnership, and the Preferred Units have been issued against payment as contemplated by the Registration Statement, the Preferred Units will be validly issued, and the holders of Preferred Units will have no obligation to make any payment to the Partnership or its creditors (other than the purchase price for the Preferred Units) or contributions to the Partnership or its creditors solely by reason of their ownership of Preferred Units.
(3)Common Units. When the Registration Statement has become effective under the Act, the terms of the sale of the Common Units have been duly established in conformity with the Partnership’slimited partnership agreement, as amended, and the Common Units have been issued against payment as contemplated by the Registration Statement, the Common Units will be validly issued, and the holders of Common Units will have no obligation to make any payment to the Partnership or its creditors (other than the purchase price for the Common Units) or contributions to the Partnership or its creditors solely by reason of their ownership of Common Units.
(4)Guarantees. When the Registration Statement has become effective under the Act, the Indenture relating to the Guarantees has been duly authorized, executed and delivered substantially in the form so filed, the terms of the Guarantees and of their issuance have been duly established in conformity with the Indenture, so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Guarantors and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Guarantors, and the Guarantees have been duly executed and (if required) authenticated in accordance with the Indenture and issued and sold as contemplated in the Registration Statement, the Guarantees will 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.
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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. We have relied as to certain factual matters on information obtained from public officials, officers of the Partnership, Finance Corp and the Guarantors, and other sources believed by us to be responsible.
In rendering the foregoing opinion, we are not passing upon, and assume no responsibility for, any disclosure in any registration statement or any related prospectus or other offering material relating to the offer and sale of the Securities.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the heading “Validity of Securities” in the prospectus contained therein. 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.
| Very truly yours, |
| /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