Exhibit 5.3
cades • schutte LLP
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
May 20, 2021
Sunoco LP
Sunoco Finance Corp.
8111 Westchester Drive
Suite 400
Dallas, Texas 75225
| Re: | $800,000,000 (Aggregate Principal Amount of 4.500% Senior |
Notes due 2029 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 4.500% Senior Notes due 2029, and Related Guarantees, each issued under an Indenture dated as of November 24, 2020, 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 Form S-4 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on May 20, 2021 (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 Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the related prospectus (the “Prospectus”), other than as expressly stated herein with respect to the issue of the Exchange Securities and the Related Guarantees.
Kailua-Kona Office • Suite B-303 • 75-170 Hualalai Road • Kailua-Kona, Hawai’i 96740-1737 • Tel (808) 329-5811 • Fax (808) 326-1175
Waimea Office • Suite 205 • 65-1291 Kawaihae Road • Kamuela, Hawai’i 96743 • Tel (808) 885-5073 • Fax (808) 326-1175
Kahului Office • Suite 204 • 444 Hana Highway • Kahului, Hawai’i 96734 • Tel (808) 871-6016 • Fax (808) 871-6017
Lihue Office • Suite A • 3135 Akahi Street • Lihue, Hawai’i 96766 • Tel (808) 245-1922 • Fax (808) 540-5015