Exhibit 5.1
January 23, 2025
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HF Sinclair Corporation 2323 Victory Avenue, Suite 1400 Dallas, Texas 75219 |
Re: | 5.750% Notes due 2031 and 6.250% Notes due 2035 |
Dear Ladies and Gentlemen:
We have acted as counsel for HF Sinclair Corporation, a Delaware corporation (the “Corporation”), with respect to certain legal matters in connection with the registration by the Corporation under the Securities Act of 1933 (the “Securities Act”) of the offer and sale by the Corporation of $650,000,000 aggregate principal amount of 5.750% Senior Notes due 2031 and $750,000,000 aggregate principal amount of 6.250% Senior Notes due 2035 (together, the “Notes”), pursuant to the Underwriting Agreement, dated January 8, 2025 (the “Underwriting Agreement”), among the Corporation and BofA Securities, Inc., MUFG Securities Americas Inc., SMBC Nikko Securities America, Inc. and Wells Fargo Securities, LLC, for themselves and as representatives of the underwriters party thereto (the “Underwriters”).
The Notes have been offered for sale pursuant to a prospectus supplement, dated January 8, 2025 filed with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b) on January 10, 2025, to the prospectus, dated April 7, 2022 (as amended and supplemented by the prospectus supplement, the “Prospectus”), that constitutes a part of the Corporation’s Registration Statement on Form S-3 (Registration No. 333-264186), filed with the SEC on April 7, 2022 (the “Registration Statement”), which Registration Statement became effective upon filing. The Notes will be issued under an indenture, dated as of April 27, 2022 (the “Base Indenture”), between the Corporation and Computershare Trust Company, N.A., as trustee (the “Trustee”), as supplemented by a third supplemental indenture, dated as of January 23, 2025, between the Corporation and the Trustee (the “Third Supplemental Indenture,” and, together with the Base Indenture, the “Indenture”).
We have reviewed originals or copies, certified or otherwise identified to our satisfaction, of (i) the Amended and Restated Certificate of Incorporation and the Amended and Restated By-Laws of the Corporation, (ii) certain resolutions adopted by the Board of Directors of the Corporation, (iii) certain resolutions adopted by the Pricing Committee of the Board of Directors of the Corporation, (iv) the Registration Statement, (v) the Prospectus, (vi) the Base Indenture and Third Supplemental Indenture and (vii) such other certificates, instruments and documents as we considered appropriate for purposes of the opinions hereafter expressed. In addition, we reviewed such questions of law as we considered appropriate.
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