cades schutte LLP
Cades Schutte Building
Bishop Street Suite 1200
Honolulu, Hawaii 96813-4216
P.O. Box 939 Honolulu, Hawaii 96808-0939
521-9200 Fax (808) 521-9210
8020 Park Lane
Dallas, Texas 75231
|| $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, Hawaii 96740-1737
Tel (808) 329-5811 Fax (808) 326-1175
Waimea Office Suite 205 65-1291
Kawaihae Road Kamuela, Hawaii 96743 Tel (808) 885-5073 Fax (808) 326-1175
Suite 204 444 Hana Highway Kahului, Hawaii 96734 Tel (808) 871-6016 Fax (808) 871-6017
Lihue Office Suite A 3135 Akahi Street Lihue, Hawaii 96766 Tel (808)
245-1922 Fax (808) 540-5015
Sunoco Finance Corp.
July 15, 2016
Guarantees, and the Articles of Incorporation and Bylaws of the Hawaii Guarantor. With your consent, we have also relied upon certificates and other assurances of an officer or officers of the
Hawaii Guarantor as to factual matters without having independently verified such factual matters. We are opining herein as to the internal laws of the State of Hawaii, and we express no opinion with respect to the applicability thereto, or the
effect thereon, of the laws of any other jurisdiction or as to any matters of municipal law or the laws of any local agencies within the State of Hawaii. In our examination, we have assumed the genuineness of all signatures, the legal capacity and
competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof:
1. The Hawaii Guarantor is a validly existing corporation under the laws of the State of Hawaii.
2. The Hawaii Guarantor has the corporate power and authority under its Articles of Incorporation and Bylaws, and under applicable corporate
law, to own, lease, and operate its properties and to conduct its business.
3. The Indenture has been authorized by all necessary
corporate action of the Hawaii Guarantor and has been duly executed and delivered by the Hawaii Guarantor.
This opinion letter 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 letter 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/ Cades Schutte LLP