EXHIBIT 5.1
[FULBRIGHT & JAWORSKI L.L.P. LETTERHEAD]
December 13, 2001
Tesoro Petroleum Corporation
300 Concord Plaza Drive
San Antonio, Texas 78216-6999
Ladies and Gentlemen:
We have acted as counsel to Tesoro Petroleum Corporation, a Delaware
corporation (the "Company"), and the subsidiaries listed on Schedule I hereto
(collectively, the "Guarantors") in connection with the execution and delivery
by the Company and the Guarantors of the Indenture dated as of November 6, 2001
(the "Indenture"), among the Company, the Guarantors and U.S. Bank Trust
National Association, as trustee (the "Trustee"), and the issuance thereunder of
$215,000,000 principal amount of the Company's 9 5/8% Senior Subordinated Notes
due 2008, Series B (the "Series B Notes") in exchange for an equivalent
principal amount of its outstanding 9 5/8% Senior Subordinated Notes due 2008
(the "Original Notes"). The terms of the offer to exchange the Series B Notes
for the Original Notes (the "Exchange Offer") are described in the Registration
Statement on Form S-4 filed by the Company with the Securities and Exchange
Commission (the "Registration Statement") for the registration of the Series B
Notes under the Securities Act of 1933. The guarantees of the Guarantors with
respect to the Series B Notes are collectively referred to herein as the
"Guarantees" and each a "Guarantee".
In connection with the foregoing, we have examined originals or copies
of such corporate records, as applicable, of the Company and the Guarantors,
certificates and other communications of public officials, certificates of
officers of the Company and the Guarantors and such other documents as we have
deemed necessary for the purpose of rendering the opinions expressed herein. As
to questions of fact material to those opinions, we have, to the extent we
deemed appropriate, relied on certificates of officers of the Company and the
Guarantors and on certificates and other communications of public officials. We
have assumed the genuineness of all signatures on, and the authenticity of, all
documents submitted to us as originals, the conformity to authentic original
documents of all documents submitted to us as copies, the due authorization,
execution and delivery by the parties thereto of all documents examined by us,
and the legal capacity of each individual who signed any of those documents.
Based upon the foregoing, and having regard for such legal
considerations as we deem relevant, we are of the opinion that the Series B
Notes and Guarantees have been duly authorized for issuance and, when the
Registration Statement has become effective under the 1933 Act and the Series B
Notes and the Guarantees have been duly executed and authorized in accordance
with the Indenture and the Series B Notes have been issued and sold in exchange
for the Original Notes as contemplated by the Registration Statement and in
accordance with the Exchange Offer,
Tesoro Petroleum Corporation
December 13, 2001
Page 2
the Series B Notes will constitute valid and legally binding obligations of the
Company and each Guaranty will constitute a valid and legally binding obligation
of its respective Guarantor, subject to (a) bankruptcy, insolvency,
reorganization, moratorium, liquidation, rearrangement, fraudulent transfer,
fraudulent conveyance and other similar laws (including court decisions) now or
hereafter in effect and affecting the rights and remedies of creditors generally
or providing for the relief of debtors, (b) the refusal of a particular court to
grant (i) equitable remedies, including, without limiting the generality of the
foregoing, specific performance and injunctive relief or (ii) a particular
remedy sought under such documents as opposed to another remedy provided for
therein or another remedy available at law or in equity, (c) general principles
of equity (regardless of whether such remedies are sought in a proceeding in
equity or at law) and (d) judicial discretion.
This opinion is expressly limited by, subject to and based upon the
assumptions, exceptions, limitations and qualifications set forth below:
A. We express no opinion as to the legality, validity,
enforceability or binding effect of provisions relating to indemnities
and rights of contribution to the extent prohibited by public policy or
which might require indemnification for losses or expenses caused by
negligence, gross negligence, willful misconduct, fraud or illegality
of an indemnified party.
B. This opinion is given as of the date hereof, and we assume
no obligation to update or supplement this opinion to reflect any facts
or circumstances which may hereafter come to our attention or any
changes in laws which may hereafter occur.
The opinions expressed herein are limited exclusively to the federal
laws of the United States of America, the laws of the States of New York, Texas
and California and the General Corporation Law of the State of Delaware, and we
are expressing no opinion as to the effect of the laws of any other
jurisdiction. To the extent that any of the Guarantors are incorporated under
the laws of another jurisdiction, we have assumed the following: (i) that such
Guarantor has been duly incorporated and is validly existing as a corporation in
good standing under the laws of its state of incorporation; (ii) that each of
the Indenture and the Guarantees have been duly authorized by it, the Indenture
has been duly executed by it and it has full corporate power and authority to
enter into each of such agreements; and (iii) no consent, approval,
authorization or order of any court or governmental agency or body of its state
of incorporation is required of it for the consummation of the transactions
contemplated by the Indenture or Guarantees.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the statements made with respect to under the
caption "Legal Matters" in the Prospectus included as part of the Registration
Statement.
Very truly yours,
/s/ Fulbright & Jaworski L.L.P.
SCHEDULE I
Digicomp, Inc., a Delaware corporation
Far East Maritime Company, a Delaware corporation
Gold Star Maritime Company, a Delaware corporation
Kenai Pipe Line Company, a Delaware corporation
Smiley's Super Service, Inc., a Hawaii corporation
Tesoro Alaska Company, a Delaware corporation
Tesoro Alaska Pipeline Company, a Delaware corporation
Tesoro Aviation Company, a Delaware corporation
Tesoro Financial Services Holding Company, a Delaware corporation
Tesoro Gas Resources Company, Inc., a Delaware corporation
Tesoro Hawaii Corporation, a Hawaii corporation
Tesoro High Plains Pipeline Company, a Delaware corporation
Tesoro Marine Services Holding Company, a Delaware corporation
Tesoro Marine Services, LLC, a Delaware limited liability company
Tesoro Maritime Company, a Delaware corporation
Tesoro Maritime Company, a Delaware corporation
Tesoro Northstore Company, an Alaska corporation
Tesoro Petroleum Companies, Inc., a Delaware corporation
Tesoro Refining, Marketing & Supply Company, a Delaware corporation
Tesoro South Pacific Petroleum Company, a California corporation
Tesoro Technology Company, a Delaware corporation
Tesoro Vostock Company, a Delaware corporation
Tesoro West Coast Company, a Delaware corporation
Tesoro Finance Company, a Delaware corporation