Exhibit 5.2
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Honolulu Office
Cades Schutte Building
1000 Bishop Street • Suite 1200
Honolulu, Hawai‘i 96813-4216
P.O. Box 939 • Honolulu, Hawai‘i 96808-0939
www.cades.com
Tel (808) 521-9200 • Fax (808)521-9210
September 28, 2018
Sunoco LP
Sunoco Finance Corp.
8111 Westchester Drive
Suite 400
Dallas, Texas 75225
| Re: | $1,000,000,000 Aggregate Principal Amount of 4.875% Senior Notes due 2023 and Related Guarantees, $800,000,000 Aggregate Principal Amount of 5.500% Senior Notes due 2026 and Related Guarantees and $400,000,000 Aggregate Principal Amount of 5.875% Senior Notes due 2028 and Related Guarantees (respectively, the “Exchange Securities” and the “Related Guarantees”) |
Ladies and Gentlemen:
We have acted as special counsel to Aloha Petroleum, Ltd., a Hawaii corporation (the “Hawaii Guarantor”), in connection with the proposed issuance by Sunoco LP, a Delaware limited partnership, and Sunoco Finance Corp., a Delaware corporation (collectively, the “Issuers”) of the Exchange Securities and the Related Guarantees in an exchange offer for a like principal amount of the Issuers’ outstanding 4.875% Senior Notes due 2023, 5.500% Senior Notes due 2026, and 5.875% Senior Notes due 2028, and related guarantees, each issued under an Indenture dated as of January 23, 2018, among the Issuers, the Hawaii Guarantor and the other Guarantors (as defined therein) and U.S. Bank National Association, as trustee (the “Indenture”), and pursuant to a registration statement on FormS-4 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on September 28, 2018 (the “Registration Statement”). Except as the context otherwise requires, capitalized terms defined in the Indenture and not otherwise defined herein are used herein with the meanings so defined. This opinion letter is being furnished at the request of the Hawaii Guarantor 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
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