Exhibit 5.1
Kramer Levin Naftalis & Frankel LLP
1177 Avenue of the Americas
New York, NY 10036
PBF Logistics LP
One Sylvan Way, Second Floor
Parsippany, New Jersey 07054
Ladies and Gentlemen:
We have acted as counsel for PBF Logistics LP, a Delaware limited partnership (the “Partnership”), in connection with the offer and sale by the Partnership of an aggregate of 6,585,500 common units representing limited partner interests in the Partnership (the “Units”) in a registered direct offering pursuant to the shelf registration statement on FormS-3 (FileNo. 333-227366) (the “Registration Statement”) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). The Units are to be sold by the Partnership pursuant to those certain Subscription Agreements, dated as of April 24, 2019, by and between the Partnership and each purchaser of the Units named therein (the “Subscription Agreements”).
We have reviewed (i) the Registration Statement, (ii) the prospectus dated September 24, 2018 contained within the Registration Statement, (iii) the prospectus supplement dated April 24 , 2019 relating to the Units (the “Prospectus Supplement”), (iv) the Certificate of Limited Partnership of the Partnership, (v) the Third Amended and Restated Agreement of Limited Partnership of the Partnership dated as of February 13, 2019, as amended to date (the “Partnership Agreement”), (vi) copies of the formation, organizational and other governing documents of PBF Logistics GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), (vii) resolutions of the General Partner (including any committees thereof), (viii) the Subscription Agreements and (ix) such other certificates, statutes, including the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”) and the Delaware Limited Liability Company Act, and other instruments and documents as we have deemed necessary or appropriate for purposes of the opinions hereafter expressed. We also have examined the originals, or duplicates or certified or conformed copies, of such partnership and other records, agreements, documents and other instruments and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth. As to questions of fact material to this opinion, we have relied upon certificates or comparable documents of public officials and of officers of the General Partner. We have not independently verified the facts so relied on.
In rendering the opinion set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents.
Based upon the foregoing, and subject to the qualifications, limitations and assumptions set forth herein, we are of the opinion that the Units will, when issued and delivered against payment therefor in accordance with the Subscription Agreements and the Prospectus Supplement, will be duly authorized, validly issued and purchasers of the Units will have no obligation under the Delaware LP Act, the Partnership’s governing documents or any
Page 1 of 2
