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S-4
SUSSER HOLDINGS CORP filed this Form S-4 on 07/15/2016
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EX-5.3

Exhibit 5.3

July 15, 2016

Sunoco LP

Sunoco Finance Corp.

8020 Park Lane

Suite 200

Dallas, Texas 75231

 

  Re: Southside Oil, LLC, a Virginia limited liability company
MACS Retail LLC, a Virginia limited liability company

Ladies and Gentlemen:

We have acted as special Virginia counsel for Sunoco LP, a Delaware limited partnership (the “Partnership”), with respect to certain limited liability company matters regarding its subsidiaries Southside Oil, LLC, a Virginia limited liability company (“Southside”), and MACS Retail LLC, a Virginia limited liability company (“MACS Retail” and, together with Southside, the “Virginia Subsidiaries”). We have been advised that the Partnership and Sunoco Finance Corp., a Delaware corporation (“Finance Corp.” and, together with the Partnership, the “Issuers”) have filed a Registration Statement on Form S-4 (the “Registration Statement”) in connection with (a) the offer and exchange (the “Exchange Offer”) by the Issuers of $600 million aggregate principal amount of the Issuers’ 5.500% Senior Notes due 2020 (the “Exchange Notes”), registered pursuant to the Registration Statement under the Securities Act of 1933, as amended (the “Securities Act”), in exchange for Issuers’ outstanding notes bearing substantially identical terms and in like principal amount (the “Private Notes” and, together with the Exchange Notes, the “Notes”), and (b) the guarantee of the principal of and interest on the Notes (the “Guarantees”) by certain subsidiaries of the Partnership, including the Virginia Subsidiaries (the “Guarantors”), also being registered pursuant to the Registration Statement under the Securities Act.

The Private Notes were issued, and the Exchange Notes will be issued, under an indenture dated as of July 20, 2015 (as amended, the “Indenture”), by and among the Issuers, the Guarantors, and U.S. Bank National Association, as trustee. 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 letter is attached and filed as an exhibit.

In rendering the opinions herein set forth, we have examined the following documents (the “Documents”):

(i) The Indenture, and the form of the Notation of Guarantee included in the Indenture (the “Guarantee”);

(ii) The Articles of Organization and Amended and Restated Operating Agreement of each of the Virginia Subsidiaries (collectively, the “Organizational Documents”);

(iii) The Certificates of Fact, each dated June 28, 2016, issued by the Virginia State Corporation Commission (the “SCC”) with respect to each of the Virginia Subsidiaries (the “SCC Certificates”); and

 

Williams Mullen Center | 200 South 10th Street, Suite 1600 Richmond, VA 23219 | P.O. Box 1320 Richmond, VA 23218

T 804.420.6000 F 804.420.6507 | williamsmullen.com | A Professional Corporation

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