In rendering the opinions herein set forth, we have examined the following documents (the
(i) The Indentures, and the form of the Notation of Guarantee included in the Indentures;
(ii) The Articles of Organization and Amended and Restated Operating Agreement of each of the Virginia Subsidiaries (collectively, the
(iii) The Certificates of Fact, each dated July 19, 2016, issued by the Virginia State
Corporation Commission (the SCC) with respect to each of the Virginia Subsidiaries (the SCC Certificates);
(iv) The Unanimous Written Consent of the Partnership, as Sole Member of Susser Petroleum Operating Company LLC, dated March 26, 2015;
(v) The Unanimous Written Consent of the Partnership, as Sole Member of Susser Petroleum Operating Company LLC, dated April 4,
With your consent, our examination has been confined solely to the Documents, and our opinions, as set forth herein, are based
solely on the information contained therein, without any independent verification or investigation of such information; provided, that as to questions of fact material to our opinions, we also have examined and relied upon (i) certain
representations made by representatives of the Partnership and the Virginia Subsidiaries, including, without limitation, in the Indentures, and (ii) certain certifications of public officials. We have assumed that no events have occurred
subsequent to the dates of such representations and certifications that would change such representations or certifications, and we have assumed that such representations and certifications are complete and accurate as of the date hereof.
The opinions set forth herein are subject to the following assumptions:
A. All documents delivered to us in connection herewith remain accurate and complete, each such document delivered as an original is
authentic, and each such document delivered as a copy conforms to the original document in all respects.
B. The signatures of all natural
persons are genuine and authentic, and each such natural person is legally competent.
C. All limited liability company members and
managers have complied with all statutory and common law fiduciary duties and standards of care and loyalty.
D. Except for requirements
to maintain limited liability company status with the SCC (as to which we have made an investigation), we assume that each of the Virginia Subsidiaries has obtained, and has remained in compliance with, all licenses, permits and governmental
approvals required to conduct its respective business as it is currently conducted.