EXHIBIT 5.1
ANDREWS & KURTH L.L.P.
AUSTIN ATTORNEYS TELEPHONE: 713.220.4200
DALLAS FACSIMILE: 713.220.4285
LONDON 600 TRAVIS, SUITE 4200
LOS ANGELES HOUSTON, TEXAS 77002
NEW YORK
THE WOODLANDS
WASHINGTON, D.C. May 30, 2003
Board of Directors
Valero GP, LLC
Valero GP, Inc.
One Valero Place
San Antonio, Texas 78212
Ladies and Gentlemen:
We have acted as special counsel for Valero Logistics Operations L.P.,
a Delaware limited partnership (the "Operating Partnership") and Valero L.P., a
Delaware limited partnership (the "Partnership") with respect to the preparation
of the Registration Statement on Form S-4, (the "Registration Statement") filed
with the Securities and Exchange Commission (the "Commission") in connection
with the registration by the Operating Partnership under the Securities Act of
1933, as amended (the "Securities Act") of (i) the offer and exchange by the
Operating Partnership (the "Exchange Offer") of $250,000,000 aggregate principal
amount of its 6.05% Senior Notes due 2013 (the "Outstanding Notes"), for a new
series of notes bearing substantially identical terms and in like principal
amount (the "Exchange Notes") and (ii) the guarantee (the "Guarantee") of the
Partnership as guarantor (the "Guarantor") of the Outstanding Notes and the
Exchange Notes. The Outstanding Notes and the Exchange Notes are collectively
referred to herein as the "Notes." The Outstanding Notes were issued, and the
Exchange Notes will be issued, under an Indenture dated as of July 15, 2002
among the Operating Partnership, the Partnership and The Bank of New York, as
Trustee, as supplemented by a Second Supplemental Indenture, dated March 18,
2003 (as amended, the "Indenture"). The Exchange Offer will be conducted on such
terms and conditions as are set forth in the prospectus contained in the
Registration Statement to which this opinion is an exhibit.
We have examined originals or copies, certified or otherwise identified
to our satisfaction, of (i) the Registration Statement, (ii) the Indenture and
(iii) such other certificates, statutes and other instruments and documents as
we considered appropriate for purposes of the opinions hereafter expressed. In
connection with this opinion, we have assumed (i) the genuineness of the
signatures on all documents that we have examined, (ii) the legal capacity of
all natural persons, (iii) the authenticity of all the documents supplied to us
as originals, (iv) the conformity to the authentic originals of all documents
supplied to us as certified or photostatic or faxed copies, and (v) that the
Registration Statement, and any amendments thereto (including post-effective
amendments), will have become effective and the Exchange Notes will be issued
To the Board of Directors
May 30, 2003
Page 2
and sold in compliance with applicable federal and state securities laws and in
the manner described in the Registration Statement.
In conducting our examination of the documents referred to above, we
have assumed that the parties to such documents had the power (corporate,
partnership, limited liability company or other) to enter into and perform all
obligations thereunder and have also assumed the due authorization by all
requisite action (corporate, partnership, limited liability company or other)
and the due execution and delivery by such parties of such documents and that,
to the extent such documents purport to constitute agreements, such documents
constitute legal, valid and binding obligations of such parties (other than
Operating Partnership and the Guarantor to the extent that we express our
opinions with respect to such parties below).
Based on the foregoing, we are of the opinion that when the Exchange
Notes have been duly executed, authenticated, issued and delivered in exchange
for the Outstanding Notes in accordance with the provisions of the Indenture,
(i) such Exchange Notes will constitute valid and binding obligations of the
Operating Partnership enforceable against the Operating Partnership in
accordance with their terms under the laws of the State of New York, and (ii)
the Guarantee of the Guarantor will constitute the valid and binding obligations
of the Guarantor, enforceable against the Guarantor in accordance with its terms
under the laws of the State of New York.
Our opinions in the preceding paragraph are subject to applicable
bankruptcy, insolvency (including, without limitation, all laws relating to
fraudulent transfer or conveyance), reorganization, moratorium and other similar
laws affecting creditors' rights generally and to general principles of equity
(regardless of whether enforcement is sought in a proceeding in equity or at
law), including, without limitation, (a) the possible unavailability of specific
performance, injunctive relief or any other equitable remedy and (b) concepts of
materiality, reasonableness, good faith and fair dealing, and we express no
opinion herein with respect to provisions relating to severability or
separability, purporting to provide that all rights and remedies are cumulative,
purporting to disregard any course of dealing or implied waivers, or purporting
to obligate any party to conform to a standard that may not be objectively
determinable.
The opinions expressed herein are limited exclusively to the federal
laws of the United States of America, the laws of the State of New York and the
laws of the State of Delaware, and we are expressing no opinion as to the effect
of the laws of any other jurisdiction, domestic or foreign.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our firm name in the prospectus forming
a part of the Registration Statement under the caption "Legal Matters." By
giving such consent, we do not admit that we are within the category of persons
whose consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission issued thereunder. This opinion is expressed as of
the date hereof, and we disclaim any undertaking to advise you of any subsequent
changes of the
To the Board of Directors
May 30, 2003
Page 3
facts stated or assumed herein or any subsequent changes in applicable law, and
we have assumed that at no future time would any such subsequent change of fact
or law affect adversely our ability to render at such time an opinion (a)
containing the same legal conclusions set forth herein and (b) subject only to
such (or fewer) assumptions, limitations and qualifications as are contained
herein.
Very truly yours,
/s/ ANDREWS & KURTH L.L.P.