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CALIFORNIA
DELAWARE
ILLINOIS
NEW JERSEY
NEW YORK
PENNSYLVANIA
WASHINGTON D.C.
WISCONSIN
Established 1849
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July 15, 2016
Sunoco LP Sunoco Finance Corp.
8020 Park Lane Suite 200
Dallas, Texas 75231
Ladies and Gentlemen:
We have acted as special Pennsylvania counsel to Sunoco Retail LLC, a Pennsylvania limited liability company (the
“Company”), in connection with the exchange offer registered on Form S-4 and filed on the date hereof (the “Registration Statement”) on behalf of, inter alia, Sunoco LP, a Delaware limited partnership
(“Sunoco”), Sunoco Finance Corp., a Delaware corporation (“Finance Corp.” and, together with Sunoco, “Issuers”), with respect to which the Company is a Guarantor, providing for the issuance and sale
by the Issuers of 5.500% Senior Notes due 2020 in the aggregate principal amount of $600,000,000 that are registered under the Securities Act of 1933 (the “2020 Registered Notes”), in exchange for the previously issued 5.500% Senior
Notes due 2020 in the aggregate principal amount of $600,000,000 that are not registered under the Securities
Act of 1933 (the “2020 Unregistered Notes”) issued under an Indenture dated as of July 20, 2015, by and among the Issuers,
the guarantors party thereto 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”). Capitalized terms not defined herein have the meanings specified in the Registration Statement.
For purposes of this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the
Registration Statement (including the prospectus contained therein), the Indenture (including the Note Guarantee as set forth therein), the certificate of organization and operating agreement of the Company, and such corporate records and other
agreements, instruments and documents and such certificates of the Company or its parent entities or comparable documents of public officials and officers, members and representatives of the Company, have made such inquiries of such officers,
members and representatives of the Company and have considered such matters of law as we have deemed appropriate as the basis of the opinions hereinafter set forth. In all such examinations, we have assumed without independent investigation the
genuineness of signatures, the authenticity of documents submitted to us as originals, the conformity to authentic original documents of documents submitted to us as copies, and the accuracy and completeness of all certificates, records, and other
information made available to us by the Company. As to questions
of fact material to this opinion, we have relied upon the accuracy of certificates and other comparable documents of officers, members, representatives and parent entities of the Company, upon statements made to us in discussions with the
Company’s management and upon certificates of public officials. Except as otherwise expressly indicated, we have not undertaken any independent investigation of factual matters.
The opinion in paragraph 1 concerning the subsistence of the Company
is based on a certificate dated June 29, 2016 from the Pennsylvania Department of State. |
