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SEC Filings
S-4
SUSSER HOLDINGS CORP filed this Form S-4 on 07/15/2016
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EX-5.2

Exhibit 5.2

cades  •  schutte LLP

 

 

Honolulu Office

Cades Schutte Building

1000 Bishop Street • Suite 1200

Honolulu, Hawai‘i 96813-4216

P.O. Box 939 • Honolulu, Hawai‘i 96808-0939

www.cades.com

Tel (808) 521-9200 • Fax (808) 521-9210

 

 

July 15, 2016

Sunoco LP    

Sunoco Finance Corp.

8020 Park Lane

Suite 200

Dallas, Texas 75231

 

  Re:     $600,000,000 Aggregate Principal Amount of 5.500% Senior Notes due 2020 and Related Guarantees

Ladies and Gentlemen:

We have acted as special counsel to Aloha Petroleum, Ltd., a Hawaii corporation (the “Hawaii Guarantor”), in connection with the issuance by Sunoco LP, a Delaware limited partnership (the “Partnership”), and Sunoco Finance Corp., a Delaware corporation (together with the Partnership, the “Issuers”) of up to $600,000,000 aggregate principal amount of 5.500% Senior Notes due 2020 (the “Notes”), and the guarantees of the Notes (the “Guarantees”) by the Hawaii Guarantor and certain other entities (collectively, the “Guarantors” under an Indenture dated as of July 20, 2015, by and among the Issuers, the Guarantors and U.S. Bank National Association, as trustee, and as supplemented by the First Supplemental Indenture dated as of September 14, 2015, and the Second Supplemental Indenture dated as of April 7, 2016 (collectively, the “Indenture”), and pursuant to a registration statement on Form S-4 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on July 15, 2016 (the “Registration Statement”). This opinion letter is being furnished at the request of the Hawaii Guarantor in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the related prospectus (the “Prospectus”), other than as expressly stated herein with respect to the issue of the Notes and the Guarantees.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this opinion letter, including the Indenture, the

 

Kailua-Kona Office • Suite B-303 • 75-170 Hualalai Road • Kailua-Kona, Hawai‘i 96740-1737 • Tel (808) 329-5811 • Fax (808) 326-1175

Waimea Office • Suite 205 • 65-1291 Kawaihae Road • Kamuela, Hawai‘i 96743 • Tel (808) 885-5073 • Fax (808) 326-1175

Kahului Office • Suite 204 • 444 Hana Highway • Kahului, Hawai‘i 96734 • Tel (808) 871-6016 • Fax (808) 871-6017

Lihue Office • Suite A • 3135 Akahi Street • Lihue, Hawai‘i 96766 • Tel (808) 245-1922 • Fax (808) 540-5015

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