Exhibit 5.3
BRUCE HALL JOHN P. SALAZAR JOHN P. BURTON CATHERINE T. GOLDBERG EDWARD RICCO W. MARK MOWERY CHARLES K. PURCELL ANDREW G. SCHULTZ SCOTT D. GORDON NELSON FRANSE THERESA W. PARRISH PAUL R. KOLLER CHARLES J. VIGIL THOMAS L. STAHL DAVID W. BUNTING LESLIE McCARTHY APODACA JEFFREY M. CROASDELL SUNNY J. NIXON JEFFREY L. LOWRY R. TRACY SPROULS DONALD B. MONNHEIMER ALAN HALL SETH L. SPARKS LISA CHAVEZ ORTEGA JOCELYN C. DRENNAN MICHAEL J. BRESCIA AARON C. VIETS KURT B. GILBERT | RICK BEITLER JUSTIN A. HORWITZ SANDRA L. BEERLE VALERIE REIGHARD DENTON BRENDA M. SAIZ BRIAN P. BRACK TODD E. RINNER CHARLES R. HUGHSON JOSE R. BLANTON MICHAEL E. KAEMPER MARGOT A. HEFLICK KRYSTLE A. THOMAS GLENN A. BEARD ROBERT L. LUCERO DENISE M. CHANEZ PERRY E. BENDICKSEN III DAVID P. BUCHHOLTZ CRISTINA ADAMS TYLER M. CUFF SHANNON M. SHERRELL MELANIE B. STAMBAUGH ABIGAIL M. YATES STEPHANIE L. LATIMER LUIS G. CARRASCO JUAN M. MARQUEZ TAYLOR C. ZANGARA PATRICK A. CORONEL PAOLA JAIME SAENZ | RODEY, DICKASON, SLOAN, AKIN & ROBB, P. A. ATTORNEYS AT LAW SANTA FE OFFICE 119 EAST MARCY STREET, SUITE 200 SANTA FE, NEW MEXICO 87501-2034
P.O. BOX 1357 SANTA FE, NEW MEXICO 87504-1357 WWW.RODEY.COM
TELEPHONE (505) 954-3900 FACSIMILE (505) 954-3942 | OF COUNSEL ROBERT M. ST. JOHN MARK K. ADAMS RICHARD C. MINZNER JO SAXTON BRAYER DEWITT M. MORGAN PATRICK M. SHAY CHARLES A. SEIBERT III CYNTHIA A. LOEHR JOHN N. PATTERSON DEBORA E. RAMIREZ JENICA L. JACOBI
BERNARD S. RODEY (1856-1927) PEARCE C. RODEY (1889-1958) DON L. DICKASON (1906-1999) WILLIAM A. SLOAN (1910-1993) JACKSON G. AKIN (1919-2010) JOHN D. ROBB (1924-2014)
ALBUQUERQUE OFFICE 201 THIRD STREET NW, SUITE 2200 ALBUQUERQUE, NEW MEXICO 87102 P.O. BOX 1888 ALBUQUERQUE, NEW MEXICO 87103 TELEPHONE (505) 765-5900 FACSIMILE (505) 768-7395
WRITER’S DIRECT NUMBER (505) 954-3903
MADAMS@RODEY.COM |
November 14, 2017
Andeavor Logistics LP
19100 Ridgewood Parkway
San Antonio, Texas 78259
| Re: | Possible Guarantees (collectively,Debt Guarantees) by Western Refining Pipeline, LLC, a New Mexico limited liability company (Guarantor), of debt securities (collectively,Debt Securities) that may be issued from time to time by Andeavor Logistics LP, a Delaware limited partnership (Company), or by the Company and Tesoro Logistics Finance Corp., a Delaware corporation, as co-issuers (Co-Issuers), pursuant to the Co-Issuers’ Registration Statement on Form S-3 (Registration Statement) relating to the offering and sale of common units representing limited partner interests in the Company and certain other securities, including, without limitation, the Debt Securities, and prospectus supplements to the Registration Statement |
Ladies and Gentlemen:
We have acted as special New Mexico counsel to the Guarantor for the sole purpose of providing this Opinion Letter with respect to the Debt Guarantees of the Debt Securities. The law (Law) covered by the opinions expressed in this Opinion Letter is limited to the law of the State of New Mexico (State), excluding the laws of the State that relate to securities or taxes. For purposes of this Opinion Letter, Law consists of the statutes and reported appellate judicial decisions of the State, not including local law (Local Law). Local Law consists of the ordinances, administrative decisions and rules and regulations of Indian nations, tribes and pueblos, municipalities, counties, and special political subdivisions.
RODEY, DICKASON, SLOAN, AKIN & ROBB, P.A.
November 14, 2017
Page 2
Documents Reviewed. For purposes of this Opinion Letter, we have examined the following documents (Documents):
| 1. | The Guarantor’s Limited Liability Company Articles of Organization. |
| 2. | The Guarantor’s Limited Liability Company Agreement. |
| 3. | Certificate of the Secretary of the Guarantor, dated November 13, 2017 (Secretary’s Certificate). |
| 4. | Certificate of the State’s Secretary of State dated November 8, 2017 (SOSCertificate) relating to Guarantor’s existence and good standing. |
In connection with the opinions expressed herein, we have limited our review to the Documents and have relied, without investigation or analysis, upon information in the Documents. We have not reviewed any other document, including, without limitation, any document referred to or incorporated by reference in any of the Documents. We have assumed that no provision in any document that we have not reviewed is inconsistent with the opinions expressed herein. Except to the extent that information contained in the Documents constitutes a statement, directly or in practical effect, of such opinions, we have relied, without investigation or analysis, upon the information contained in the Documents. We did not participate in the preparation of the Registration Statement or any other offering documents and assume no responsibility for any thereof.
Opinions. Based upon and subject to the foregoing and the Assumptions and Qualifications set forth below, we are of the opinion that:
1. The Guarantor is a limited liability company organized under Law. Based solely on the SOS Certificate, we confirm that the Guarantor is validly existing and in good standing under Law.
2. The Guarantor has the requisite limited liability company power and authority to guarantee the Debt Securities.
3. The Debt Guaranties, upon being duly authorized by all necessary limited liability company action of Guarantor, executed by an authorized signatory of Guarantor, and delivered by Guarantor, will be validly authorized, executed and delivered.
Assumptions. In rendering the foregoing opinions, we have relied, with your permission and without investigation, upon the following assumptions:
RODEY, DICKASON, SLOAN, AKIN & ROBB, P.A.
November 14, 2017
Page 3
1. The Documents in the form we examined conform in all material respects to authentic originals thereof, which have been fully completed with all necessary and contemplated information, signatures, acknowledgments and attachments. All signatures on the originals are genuine. No original has been or will be altered or amended in any respect material to the opinions expressed herein.
2. Each individual who is a signatory to any of the Documents had legal capacity to be a signatory. Each party to any of the Documents other than the Guarantor had and has power and authority to execute, deliver and perform its obligations thereunder.
3. No party to any of the Documents or to any of the transactions contemplated thereby (Transactions) is in violation of any statute, rule or regulation of any governmental agency or authority and each such party is current with all reports and other documents required to be filed with any Indian, municipal, county, state or federal regulatory agency or authority, is in full compliance with all applicable rules and regulations of such agencies and authorities, and is not in default with respect to any order of any court, arbitrator or governmental agency or authority applicable to such party or to its properties.
4. There have been and are no actions, suits, proceedings or investigations pending or threatened against any party to any of the Documents or to any of the Transactions before any court or arbitrator or before or by any governmental agency or authority which, if determined adversely to the interest of any party, could have a material adverse effect on the business, properties, condition (financial or otherwise) or operations of such party or the ability of such party to perform its obligations.
5. The representations, warranties and factual statements of each party to any of the Documents and to any of the Transactions are and will remain true and accurate in all material respects.
6. The conduct of each party to any of the Documents and to any of the Transactions has complied with all requirements of good faith, fair dealing and conscionability. Each such party has acted in good faith and without notice of any defense against the enforcement of any rights created by any of the Documents or with respect to any of the Transactions. There has been no mutual mistake of fact, misunderstanding, fraud, duress or undue influence. There is no agreement or understanding by any party to any of the Documents or to any of the Transactions, written or oral, and there is no usage of trade, course of conduct or prior dealing, that would in any case define, supplement or qualify the terms of any of the Documents.
7. The Guarantor is a wholly-owned subsidiary of the Company.
RODEY, DICKASON, SLOAN, AKIN & ROBB, P.A.
November 14, 2017
Page 4
Exclusions. This letter and the opinions expressed herein are subject to the following exclusions, exceptions and limitations:
1. The law covered by the opinions expressed herein is limited to the law of the State, without taking into consideration or giving effect to Local Law or to the State’s choice of law principles. We have made no inquiry into the laws of any jurisdiction other then the State. We express no opinion with regard to any securities or tax law of any jurisdiction or as to any law of the United States.
2. We have been engaged on behalf of the Guarantor to review the Documents and to render the opinions expressed herein. We do not represent the Guarantor generally and have not had access to and have not reviewed the limited liability company, management, business or financial records of the Guarantor. We have relied entirely upon the Documents with respect to matters pertaining to limited liability company organization and due limited liability company action.
3. The opinions expressed herein are subject to generally applicable rules of law that may, in the absence of an effective waiver or consent, discharge a guarantor or other secondary obligor to the extent that (i) the underlying obligation is materially modified or (ii) any act or omission by a creditor impairs (A) the value of collateral securing the underlying obligation to the detriment of the Guarantor or other secondary obligator, (B) the Guarantor’s or other secondary obligor’s recourse against the primary obligor, or (C) the suretyship status of the Guarantor or other secondary obligor in any other way that is described in Sections 37et seq. ofRestatement Third, Suretyship and Guaranty (1996).
This Opinion Letter is for the benefit of the Company in connection with the transactions contemplated by the Registration Statement and may be relied upon by the Company and other persons entitled to rely upon the Registration Statement pursuant to applicable federal securities law. We consent to the Company’s filing of this Opinion Letter as an exhibit to the Registration Statement. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.
Sincerely yours,
/s/ Rodey, Dickason, Sloan, Akin & Robb, P.A.