811 Main Street, Suite 3700
Tel: +1.713.546.5400 Fax: +1.713.546.5401
||FIRM / AFFILIATE OFFICES|
July 22, 2016
Sunoco Finance Corp.
8020 Park Lane
Dallas, Texas 75231
||$800,000,000 Aggregate Principal Amount of 6.375% Senior Notes due 2023 and Related Guarantees and $800,000,000 Aggregate Principal Amount of 6.250% Senior Notes due 2021 and Related Guarantees |
Ladies and Gentlemen:
We have acted as special
counsel to Sunoco LP, a Delaware limited partnership (the Partnership), and Sunoco Finance Corp., a Delaware corporation (Finance Corp. and, together with the Partnership, the
Issuers), in connection with the issuance by the Issuers of (a) up to $800,000,000 aggregate principal amount of 6.375% Senior Notes due 2023 (the 2023 Notes) and the guarantees of the 2023
Notes (the 2023 Notes Guarantees) by the entities set forth on Exhibit 1 hereto (the
Guarantors and, excluding Aloha Petroleum Ltd., a Hawaii corporation, Sunoco Retail LLC, a Pennsylvania
limited liability company, and MACS Retail LLC and Southside Oil, LLC, each a Virginia limited liability company, the Covered Guarantors), issued under an Indenture dated as of April 1, 2015 by and among the Issuers, the
Guarantors and U.S. Bank National Association, as trustee (as so amended and supplemented to date, the 2023 Indenture), and (b) up to $800,000,000 aggregate principal amount of 6.250% Senior Notes due 2021 (the
2021 Notes and, together with the 2023 Notes, the Notes) and the guarantees of the 2021 Notes (the 2021 Notes Guarantees and, together with the 2023 Notes Guarantees, the
Guarantees) by the Guarantors issued under an Indenture dated as of April 7, 2016 by and among the Issuers, the Guarantors and U.S. Bank National Association, as trustee (the 2021 Indenture and,
together with the 2023 Indenture, the Indentures), in each case, 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 22, 2016 (the Registration Statement). This opinion is being furnished 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.
July 22, 2016
As such counsel, we have examined such matters of fact and questions of law as we have
considered appropriate for purposes of this letter, including the Amended and Restated Certificate of Limited Partnership of the Partnership (the Partnership Certificate), and the First Amended and Restated Agreement of
Limited Partnership of Sunoco LP dated September 25, 2012, as amended (the Partnership Agreement), which, with your consent, we have assumed is (i) a valid and binding agreement of the parties thereto, enforceable in
accordance with the plain meaning of its terms, (ii) in full force and effect, and (iii) the entire agreement of the parties pertaining to the subject matter thereof. With your consent, we have also relied upon certificates and other assurances
of officers of the general partner of the Partnership and others as to factual matters without having independently verified such factual matters. We are opining herein as to the internal laws of the State of New York, the Texas Business
Organizations Code, the General Corporation Law of the State of Delaware, the Delaware Limited Liability Company Act and the Delaware Revised Uniform Limited Partnership Act, and we express no opinion with respect to the applicability thereto, or
the effect thereon, of the laws of any other jurisdiction or, in the case of Delaware and Texas, any other laws, or as to any matters of municipal law or the laws of any local agencies within any state. Various matters of Hawaii, Virginia and
Pennsylvania law are addressed in the opinion of Cades Schutte LLP, Williams Mullen and Drinker Biddle & Reath LLP, respectively, and are also filed as exhibits to the Registration Statement. We express no opinion with respect to those matters
herein, and to the extent elements of those opinions are necessary to the conclusions expressed herein, we have, with your consent, assumed such matters.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof:
1. The 2023 Notes and the 2023 Notes Guarantees have been authorized by all necessary corporate, limited liability company or limited
partnership action, as applicable, of the Issuers and the Covered Guarantors and, when the 2023 Notes have been duly executed, issued, authenticated and delivered by or on behalf of the Issuers in accordance with the terms of the 2023 Indenture and
the exchange offer described in the Prospectus, the 2023 Notes and the 2023 Notes Guarantees will be legally valid and binding obligations of the Issuers and the Guarantors, respectively, enforceable against the Issuers and the Guarantors in
accordance with their terms.
2. The 2021 Notes and the 2021 Notes Guarantees have been authorized by all necessary corporate, limited
liability company or limited partnership action, as applicable, of the Issuers and the Covered Guarantors and, when the 2021 Notes have been duly executed, issued, authenticated and delivered by or on behalf of the Issuers in accordance with the
terms of the 2021 Indenture and the exchange offer described in the Prospectus, the 2021 Notes and the 2021 Notes Guarantees will be legally valid and binding obligations of the Issuers and the Guarantors, respectively, enforceable against the
Issuers and the Guarantors in accordance with their terms.
Our opinion is subject to (i) the effect of bankruptcy, insolvency,
reorganization, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights and remedies of creditors; (ii) the effect of general principles of equity, whether considered in a proceeding in equity or at law (including
the possible unavailability of specific performance or injunctive relief), concepts of materiality, reasonableness, good faith and fair dealing, and the
July 22, 2016
discretion of the court before which a proceeding is brought; (iii) the invalidity under certain circumstances under law or court decisions of provisions providing for the indemnification of or
contribution to a party with respect to a liability where such indemnification or contribution is contrary to public policy; and (iv) we express no opinion as to (a) any provision for liquidated damages, default interest, late charges, monetary
penalties, make-whole premiums or other economic remedies to the extent such provisions are deemed to constitute a penalty, (b) consents to, or restrictions upon, governing law, jurisdiction, venue, arbitration, remedies, or judicial relief,
(c) the waiver of rights or defenses contained in Section 4.06 of the Indentures, (d) any provision requiring the payment of attorneys fees, where such payment is contrary to law or public policy and (e) the severability, if invalid, of
provisions to the foregoing effect.
With your consent, we have assumed (a) that the Indentures and Notes (collectively, the
Documents) have been duly authorized, executed and delivered by the parties thereto other than the Issuers and the Covered Guarantors, (b) that the Documents constitute legally valid and binding obligations of the
parties thereto other than the Issuers and Guarantors, enforceable against each of them in accordance with their respective terms, and (c) that the status of the Documents as legally valid and binding obligations of the parties is not affected by
any (i) breaches of, or defaults under, agreements or instruments, (ii) violations of statutes, rules, regulations or court or governmental orders, or (iii) failures to obtain required consents, approvals or authorizations from, or make
required registrations, declarations or filings with, governmental authorities.
This opinion is for your benefit in connection with the
Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to
our firm contained in the Prospectus under the heading Legal Matters. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission thereunder.
Very truly yours,
/s/ Latham & Watkins
July 22, 2016
Aloha Petroleum LLC
ETP Retail Holdings, LLC
Mid-Atlantic Convenience Stores, LLC
Susser Holdings Corporation
Susser Holdings, L.L.C.
Susser Petroleum Operating Company
Susser Petroleum Property Company LLC
Stripes Holdings LLC
Sunoco Energy Services LLC
Aloha Petroleum, Ltd.
MACS Retail LLC
Southside Oil, LLC
Sunoco Retail LLC