Exhibit 5.1

September 28, 2020
HollyFrontier Corporation
2828 N. Harwood, Suite 1300
Dallas, Texas 75201
Re: | 2.625% Notes due 2023 and 4.500% Notes due 2030 |
Dear Ladies and Gentlemen:
We have acted as counsel for HollyFrontier Corporation, a Delaware corporation (the “Company”), with respect to certain legal matters in connection with the registration by the Company under the Securities Act of 1933 (the “Securities Act”) of the offer and sale by the Company of $350,000,000 aggregate principal amount of 2.625% Notes due 2023 and $400,000,000 4.500% Notes due 2030 (together, the “Notes”), pursuant to the Underwriting Agreement, dated September 14, 2020 (the “Underwriting Agreement”), among the Company and BofA Securities, Inc., Citigroup Global Markets Inc., MUFG Securities Americas Inc. and TD Securities (USA) 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 September 14, 2020, filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) on September 14, 2020, to the prospectus, dated November 16, 2018 (as amended and supplemented by the prospectus supplement, the “Prospectus”), that constitutes a part of the Company’s Registration Statement on Form S-3 (Registration No. 333-228429), filed with the Commission on November 16, 2018 (the “Registration Statement”), which Registration Statement became effective upon filing. The Notes will be issued under an indenture, dated as of March 22, 2016 (the “Base Indenture”), between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by a second supplemental indenture, dated as of September 28, 2020, between the Company and the Trustee (the “Second Supplemental Indenture,” and, together with the Base Indenture, the “Indenture”).
We have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws of the Company, (ii) certain resolutions adopted by the Board of Directors of the Company, (iii) certain resolutions adopted by the Pricing Committee of the Board of Directors of the Company, (iv) the Registration Statement, (v) the Prospectus, (vi) the Base Indenture and Second 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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