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                                                                     EXHIBIT 1.1

                                                                  EXECUTION COPY

                         SUNOCO LOGISTICS PARTNERS L.P.

                             2,500,000 COMMON UNITS

                     REPRESENTING LIMITED PARTNER INTERESTS

                             UNDERWRITING AGREEMENT

                                                                    May 17, 2005
LEHMAN BROTHERS INC.
  as the Representative of the several
  Underwriters named in Schedule 1
c/o Lehman Brothers Inc.
745 Seventh Avenue
New York, New York 10019

Dear Sirs:

      Sunoco Logistics Partners L.P., a Delaware limited partnership (the
"Partnership"), proposes to issue and sell to the several underwriters named in
Schedule 1 hereto (collectively, the "Underwriters") an aggregate of 2,500,000
common units (the "Firm Units") representing limited partner interests in the
Partnership (the "Common Units"). In addition, the Partnership proposes to grant
to the Underwriters an option to purchase up to an additional 375,000 Common
Units on the terms and for the purposes set forth in Section 2 (the "Option
Units"). The Firm Units and the Option Units, if purchased, are hereinafter
collectively called the "Units." Lehman Brothers Inc. shall act as
representative of the several Underwriters. Capitalized terms used but not
defined herein shall have the same meanings given them in the Partnership
Agreement (as defined herein).

      Sunoco Partners LLC, a Pennsylvania limited liability company (the
"General Partner"), is an indirect wholly owned subsidiary of Sunoco, Inc., a
Pennsylvania corporation ("Sunoco"), and the general partner of the Partnership.
The Partnership is the sole limited partner of Sunoco Logistics Partners
Operations L.P., a Delaware limited partnership (the "Operating Partnership"),
and the sole member of Sunoco Logistics Partners GP LLC, a Delaware limited
liability company (the "OLP GP"), which serves as the general partner of the
Operating Partnership. The Operating Partnership is the sole member of Sunoco
Logistics Partners Operations GP LLC, a Delaware limited liability company (the
"Operating GP LLC"), which serves as the general partner of each of Sunoco
Partners Marketing & Terminals L.P., a Texas limited partnership ("Sunoco M&T
LP"), and Sunoco Pipeline L.P., a Texas limited partnership ("Sunoco Pipeline
LP"). The Operating Partnership is the sole limited partner of each of Sunoco
M&T LP and Sunoco Pipeline LP. Sunoco Pipeline LP is the sole member of each of
PUT LLC, a Delaware limited liability company ("PUT LLC"), and Sunoco West Texas
Gulf Pipe Line LLC, a Delaware limited liability company ("Gulf Pipe Line").
Each of the Operating GP LLC, Sunoco M&T LP, Sunoco Pipeline LP, PUT LLC and
Gulf Pipe Line is a subsidiary of the Operating Partnership, and is sometimes
referred to herein, individually as a "Subsidiary" and collectively, as the
"Subsidiaries."



      The General Partner, the Partnership, the Operating Partnership, the OLP
GP and the Subsidiaries are sometimes referred to herein individually as a
"Partnership Entity" and collectively as the "Partnership Entities." The
Partnership Entities, excluding the General Partner, are sometimes referred to
herein collectively as the "Partnership Group." The General Partner and the
Partnership are referred to herein collectively as the "Partnership Parties" and
are parties to this Agreement (defined below).

      Prior to the date hereof, Sunoco Pipeline LP and Mobil Pipe Line Company,
a Delaware corporation ("MPLCO"), entered into the Purchase and Sale Agreement,
dated May 6, 2005 (the "Acquisition Agreement") with respect to the purchase of
two crude oil pipeline systems and the related assets.

      On the First Delivery Date (as defined in Section 4), pursuant to a Common
Unit Redemption Agreement, dated the date hereof (the "Redemption Agreement"),
between the Partnership and the General Partner, the Partnership will redeem (i)
2,500,000 Common Units and (ii) if the Underwriters exercise their Option (as
defined herein), a number of Common Units equal to the number of Common Units
issued upon exercise of that Option (the "Redemption"), from the General Partner
at a price of $35.906 per unit.

      The transactions contemplated under the Acquisition Agreement and the
Redemption Agreement are referred to herein as the "Transactions." The
Acquisition Agreement and the Redemption Agreement are collectively referred to
herein as the "Transaction Documents."

      This underwriting agreement (the "Agreement") is to confirm the agreement
among the Partnership Parties and the Underwriters concerning the purchase of
the Units from the Partnership by the Underwriters.

      Section 1. Representations, Warranties and Agreements of the Partnership
Parties.

      The Partnership Parties, jointly and severally, represent, warrant and
agree that:

      (a) Registration. A registration statement on Form S-3 (File No.
333-103710) with respect to the Units has (i) been prepared by the Partnership
in conformity with the requirements of the Securities Act of 1933, as amended
(the "Securities Act"), and the rules and regulations (the "Rules and
Regulations") of the Securities and Exchange Commission (the "Commission")
thereunder, (ii) been filed with the Commission under the Securities Act and
(iii) become effective under the Securities Act. Copies of such registration
statement and each of the amendments thereto, if any, have been delivered by the
Partnership to Lehman Brothers Inc. As used in this Agreement, "Effective Time"
means the date and the time as of which such registration statement, or the most
recent post-effective amendment thereto, if any, was declared effective by the
Commission; "Effective Date" means the date of the Effective Time; "Preliminary
Prospectus" means (i) the prospectus included in such registration statement or
amendments thereto, before such registration statement became effective under
the Securities Act, (ii) any prospectus filed with the Commission by the
Partnership with the consent of Lehman Brothers Inc. pursuant to Rule 424(a) of
the Rules and Regulations, or (iii) any preliminary prospectus supplement,
including the accompanying base prospectus, filed with the Commission by the
Partnership with the consent of Lehman Brothers Inc. pursuant to Rule 424(b) of
the Rules and Regulations after the effectiveness of such registration statement

                                       2


and prior to the initial delivery of the Prospectus (as defined below) to the
Underwriters; "Registration Statement" means the registration statement referred
to above, as amended at the Effective Time, including all information contained
in the final prospectus filed with the Commission pursuant to Rule 424(b) of the
Rules and Regulations and deemed to be a part of the registration statement as
of the Effective Time pursuant to Rule 430A of the Rules and Regulations and any
new registration statement registering additional securities pursuant to Rule
462(b) of the Rules and Regulations; and "Prospectus" means the final prospectus
supplement relating to the Units and the offering thereof, including the
accompanying base prospectus, as first filed with the Commission pursuant to
Rule 424(b) of the Rules and Regulations after the date and time this Agreement
is executed. Reference made herein to any Preliminary Prospectus or to the
Prospectus shall be deemed to refer to and include any information incorporated
by reference therein pursuant to Item 12 of Form S-3 under the Securities Act,
as of the date of such Preliminary Prospectus or the Prospectus, as the case may
be, and any reference to any amendment or supplement to any Preliminary
Prospectus or the Prospectus shall be deemed to refer to and include any
information filed under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), after the date of such Preliminary Prospectus or the
Prospectus, as the case may be, and incorporated by reference in the Preliminary
Prospectus or the Prospectus, as the case may be; and any reference to any
amendment to the Registration Statement shall be deemed to include any periodic
report of the Partnership filed with the Commission pursuant to Section 13(a) or
15(d) of the Exchange Act after the Effective Time that is incorporated by
reference in the Registration Statement. The Commission has not issued any order
preventing or suspending the use of any Preliminary Prospectus.

      (b) No Material Misstatements or Omissions. The Registration Statement
conforms and the Prospectus will conform, and any further amendments or
supplements to the Registration Statement or the Prospectus will, when they
become effective or are filed with the Commission, as the case may be, conform
in all respects to the requirements of the Securities Act and the Rules and
Regulations and do not and will not, as of the applicable Effective Date (as to
the Registration Statement and any amendment thereto) and as of the applicable
filing date (as to the Prospectus and any amendment or supplement thereto)
contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading; and each of the statements made by the Partnership in the
Registration Statement, and to be made in the Prospectus and any further
amendments or supplements to the Registration Statement or Prospectus within the
coverage of Rule 175(b) of the Rules and Regulations under the Securities Act,
including (but not limited to) any statements with respect to the anticipated
ratio of taxable income to distributions was made or will be made with a
reasonable basis and in good faith. Notwithstanding the foregoing, no
representation or warranty is made as to information contained in or omitted
from the Registration Statement or the Prospectus in reliance upon and in
conformity with information furnished to the Partnership in writing by or on
behalf of any Underwriter through Lehman Brothers Inc. expressly for use
therein.

      (c) Incorporated Documents. The documents incorporated by reference in the
Registration Statement, the Prospectus and any Preliminary Prospectus, when they
were filed with the Commission, conformed in all material respects to the
requirements of the Exchange Act and the Rules and Regulations thereunder, and
none of such documents contained any untrue statement of material fact or
omitted to state a material fact required to be stated therein or

                                       3


necessary to make the statements therein not misleading; and any further
documents so filed and incorporated by reference in the Registration Statement,
the Prospectus and any Preliminary Prospectus, respectively, when such documents
are filed with the Commission, will conform in all material respects to the
requirements of the Exchange Act and the Rules and Regulations thereunder and
will not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading.

      (d) Formation and Qualification of the Partnership and Operating
Partnership. Each of the Partnership and the Operating Partnership has been duly
formed and is validly existing in good standing as a limited partnership under
the Delaware Revised Uniform Limited Partnership Act, as amended (the "Delaware
LP Act"), with full partnership power and authority necessary to own or lease
its properties and assets and to conduct the businesses in which it is engaged
as described in the Registration Statement and the Prospectus. Each of the
Partnership and the Operating Partnership is duly registered or qualified as a
foreign limited partnership for the transaction of business under the laws of
each jurisdiction listed opposite its name on Annex 2, such jurisdictions being
the only jurisdictions in which the ownership or lease of property or the
character of business conducted by it makes such qualification or registration
necessary, except where the failure to so register or qualify would not (i) have
a material adverse effect on the general affairs, management, condition
(financial or otherwise), business, prospects, properties, assets,
securityholders' equity, capitalization or results of operations of the
Partnership Entities, taken as a whole (a "Material Adverse Effect"), or (ii)
subject the limited partners of the Partnership to any material liability or
disability.

      (e) Formation and Qualification of the LP Subsidiaries. Each of Sunoco M&T
LP and Sunoco Pipeline LP (collectively, the "LP Subsidiaries" and each
individually, a "LP Subsidiary") has been duly formed and is validly existing in
good standing as a limited partnership under the Texas Revised Limited
Partnership Act, as amended (the "Texas LP Act"), with full partnership power
and authority necessary to own or lease its properties and assets and to conduct
the businesses in which it is engaged, in each case in all material respects.
Each of the LP Subsidiaries is duly registered or qualified as a foreign limited
partnership for the transaction of business under the laws of each jurisdiction
listed opposite its name on Annex 2, such jurisdictions being the only
jurisdictions in which the ownership or lease of property or the character of
business conducted by it makes such registration or qualification necessary,
except where the failure to so register or qualify would not (i) have a Material
Adverse Effect or (ii) subject the limited partners of the Partnership to any
material liability or disability.

      (f) Formation and Qualification of the General Partner. The General
Partner has been duly formed and is validly existing in good standing as a
limited liability company under the Pennsylvania Limited Liability Company Law
of 1994, as amended (the "Pennsylvania LLC Law"), with full limited liability
company power and authority necessary to own or lease its properties, to conduct
the businesses in which it is engaged, in each case in all material respects,
and to act as general partner of the Partnership. The General Partner is duly
registered or qualified as a foreign limited liability company for the
transaction of business under the laws of each jurisdiction listed opposite its
name on Annex 2, such jurisdictions being the only jurisdictions in which the
ownership or lease of property or the character of business conducted by it
makes such qualification necessary, except where the failure to so register or
qualify would not (i) have a Material Adverse Effect or (ii) subject the limited
partners of the Partnership to any material liability or disability.

                                       4


      (g) Formation and Qualification of the OLP GP, the Operating GP LLC, PUT
LLC and Gulf Pipe Line. Each of the OLP GP, the Operating GP LLC, PUT LLC and
Gulf Pipe Line has been duly formed and is validly existing in good standing as
a limited liability company under the Delaware Limited Liability Company Act, as
amended (the "Delaware LLC Act"), with full limited liability company power and
authority necessary (i) to own or hold its properties and to conduct the
businesses in which it is engaged, in each case in all material respects, (ii)
with regard to the OLP GP, to act as general partner of the Operating
Partnership, and (iii) with regard to the Operating GP LLC, to act as general
partner of each of the LP Subsidiaries. Each of the OLP GP, the Operating GP
LLC, PUT LLC and Gulf Pipe Line is duly registered or qualified as a foreign
limited liability company for the transaction of business under the laws of each
jurisdiction listed opposite its name on Annex 2, such jurisdictions being the
only jurisdictions in which the ownership or lease of property or the character
of business conducted by it makes such registration or qualification necessary,
except where the failure to so register or qualify would not (i) have a Material
Adverse Effect or (ii) subject the limited partners of the Partnership to any
material liability or disability.

      (h) Existence and Good Standing of the Joint Ventures. To the knowledge of
the Partnership Parties, each of Wolverine Pipeline Company, a Delaware
corporation ("Wolverine"), Yellowstone Pipeline Company, a Delaware corporation
("Yellowstone"), West Shore Pipeline Company, a Delaware corporation ("West
Shore"), West Texas Gulf Pipe Line Company, a Delaware corporation ("West Texas
Gulf"), and Explore Pipeline Company, a Delaware corporation ("Explorer," and
together with Wolverine, Yellowstone, West Shore and West Texas Gulf, the "Joint
Ventures"), has been duly incorporated or organized and is validly existing in
good standing as a corporation under the laws of its jurisdiction of
incorporation with full corporate power and authority necessary to own or hold
its properties and to conduct the businesses in which it is engaged, in each
case in all material respects. To the knowledge of the Partnership Parties, each
of such Joint Ventures is duly registered or qualified as a foreign corporation
for the transaction of business under the laws of each jurisdiction in which the
ownership or lease of property or the character of business conducted by it
makes such qualification necessary, except where the failure to so register or
qualify would not (i) have a Material Adverse Effect or (ii) subject the limited
partners of the Partnership to any material liability or disability.

      (i) Ownership of General Partner. To the knowledge of the Partnership
Parties, Sun Pipe Line Company, a Texas corporation ("Sun Pipe Line"), Sunoco,
Inc. (R&M), a Pennsylvania corporation ("Sunoco R&M"), and Atlantic Refining &
Marketing Corp., a Delaware corporation ("Atlantic R&M," and together with Sun
Pipe Line and Sunoco R&M, the "GP Members") are the sole members of the General
Partner with a 67% member interest, 13% member interest and 20% member interest,
respectively, in the General Partner; such member interests have been duly
authorized and validly issued in accordance with the limited liability company
agreement of the General Partner (as the same may be amended or restated at or
prior to each Delivery Date, the "GP LLC Agreement"), and are fully paid (to the
extent required under the GP LLC Agreement) and nonassessable (except as such
nonassessability may be affected by Section 8931 of the Pennsylvania LLC Law)
and the GP Members own such member interests free and clear of all liens,
encumbrances, security interests, equities, charges or claims (collectively,
"Liens").

                                        5


      (j) Ownership of the General Partner Interest in the Partnership. The
General Partner is the sole general partner of the Partnership with a 2.0%
general partner interest in the Partnership; such general partner interest has
been duly authorized and validly issued in accordance with the agreement of
limited partnership of the Partnership (as the same may be amended or restated
at or prior to each Delivery Date (as defined below), the "Partnership
Agreement"); and the General Partner owns such general partner interest free and
clear of all Liens.

      (k) Ownership of the Sponsor Units, Incentive Distribution Rights and
Outstanding Common Units. As of the date of the Prospectus, other than the Units
to be offered by the Partnership under this Agreement, the Partnership has no
interests issued and outstanding other than the following:

            (i) 6,301,005 Common Units and 8,537,729 Subordinated Units (as
      defined in the Partnership Agreement), owned by the General Partner
      (collectively, the "Sponsor Units"), representing an aggregate 60.2%
      interest in the Partnership (not including the General Partner's 2.0%
      general partner interest in the Partnership);

            (ii) the Incentive Distribution Rights (as defined in the
      Partnership Agreement) held by the General Partner; and

            (iii) 9,305,309 Common Units, representing an aggregate 37.8%
      interest in the Partnership, issued to public unitholders;

all of such Sponsor Units, Incentive Distribution Rights, Common Units and the
limited partner interests represented thereby have been duly authorized and
validly issued in accordance with the Partnership Agreement and are fully paid
(to the extent required under the Partnership Agreement) and nonassessable
(except as such nonassessability may be affected by Section 17-607 of the
Delaware LP Act); and the General Partner owns all of the Sponsor Units and
Incentive Distribution Rights free and clear of all Liens.

      (l) Valid Issuance of Units. The Firm Units and the Option Units, if any,
and the limited partner interests represented thereby, to be issued and sold by
the Partnership to the Underwriters in this Agreement, have been duly authorized
and, when issued and delivered to the Underwriters against payment therefor in
accordance with this Agreement, will be validly issued, fully paid (to the
extent required under the Partnership Agreement) and nonassessable (except as
such nonassessability may be affected by Section 17-607 of the Delaware LP Act);
the Firm Units and the Option Units, if any, when issued and delivered against
payment therefor as provided in this Agreement, will conform to the descriptions
thereof contained in the Prospectus.

      (m) Ownership of the OLP GP. The Partnership is the sole member of the OLP
GP, with a 100% member interest in the OLP GP; such member interest has been
duly authorized and validly issued in accordance with the limited liability
company agreement of the OLP GP (as the same may be amended or restated at or
prior to each Delivery Date, the "OLP GP LLC Agreement"), and is fully paid (to
the extent required under the OLP GP LLC Agreement) and nonassessable (except as
such nonassessability may be affected by Section 18-607 of the Delaware LLC
Act); and the Partnership owns such member interest free and clear of all Liens.

                                       6


      (n) Ownership of the Operating Partnership.

            (i) The OLP GP is the sole general partner of the Operating
      Partnership with a 0.01% general partner interest in the Operating
      Partnership; such general partner interest has been duly authorized and
      validly issued in accordance with the agreement of limited partnership of
      the Operating Partnership (as the same may be further amended or restated
      at or prior to any Delivery Date, the "Operating Partnership Agreement")
      and the OLP GP owns such general partner interest free and clear of all
      Liens; and

            (ii) The Partnership is the sole limited partner of the Operating
      Partnership with a 99.99% limited partner interest in the Operating
      Partnership; such limited partner interest has been duly authorized and
      validly issued in accordance with the Operating Partnership Agreement and
      is fully paid (to the extent required under the Operating Partnership
      Agreement) and nonassessable (except as such nonassessability may be
      affected by Section 17-607 of the Delaware LP Act); and the Partnership
      owns such limited partner interest free and clear of all Liens.

      (o) Ownership of Operating GP LLC. The Operating Partnership owns a 100%
member interest in the Operating GP LLC; such member interest has been duly
authorized and validly issued in accordance with the limited liability company
agreement of the Operating GP LLC (as the same may be amended and restated at or
prior to each Delivery Date, the "Operating GP LLC Agreement"), and is fully
paid (to the extent required under the Operating GP LLC Agreement) and
nonassessable (except as such nonassessability may be affected by Section 18-607
of the Delaware LLC Act); and the Operating Partnership owns such member
interests free and clear of all Liens.

      (p) Ownership of the LP Subsidiaries.

            (i) The Operating GP LLC is the sole general partner of each of the
      LP Subsidiaries with a 0.01% general partner interest in each of the LP
      Subsidiaries; each such general partner interest has been duly authorized
      and validly issued in accordance with each of the respective partnership
      agreements of each of the LP Subsidiaries (as each may be amended and
      restated on or prior to any Delivery Date, the "LP Subsidiary Partnership
      Agreements"); and the Operating GP LLC owns each such general partner
      interest free and clear of all Liens; and

            (ii) The Operating Partnership is the sole limited partner of each
      of the LP Subsidiaries with a 99.99% limited partner interest in each of
      the LP Subsidiaries; each such limited partner interest has been duly
      authorized and validly issued in accordance with each of the respective LP
      Subsidiary Partnership Agreements and is fully paid (to the extent
      required under each of the LP Subsidiary Partnership Agreements and the
      Delaware LP Act) and nonassessable (except as such nonassessability may be
      affected by Section 17-607 of the Delaware LP Act); and the Operating
      Partnership owns each such limited partner interest free and clear of all
      Liens.

      (q) Ownership of the LLC Subsidiaries. Sunoco Pipeline LP is the sole
member of each of PUT LLC and Gulf Pipe Line (collectively, the "LLC
Subsidiaries" and each individually, a "LLC Subsidiary"), with a 100% member
interest in each of the LLC

                                       7


Subsidiaries; each such member interest has been duly authorized and validly
issued in accordance with each of the respective limited liability company
agreements of each of the LLC Subsidiaries (as each may be amended and restated
at or prior to each Delivery Date, the "LLC Subsidiary LLC Agreements") and is
fully paid (to the extent required under each LLC Subsidiary LLC Agreement) and
nonassessable (except as such nonassessability may be affected by Section 18-607
of the Delaware LLC Act); and Sunoco Pipeline LP owns each such member interest
free and clear of all Liens.

      (r) Subsidiaries. Other than (i) the General Partnership's ownership of
the partnership interests in the Partnership set forth in Sections 1(j) and (k)
and a 100% member interest in Sunoco Partners Lease Acquisition & Marketing LLC,
a Delaware limited liability company, (ii) the Partnership's ownership of a 100%
member interest in the OLP GP and a 99.99% limited partner interest in the
Operating Partnership, (iii) the OLP GP's ownership of a 0.01% general partner
interest in the Operating Partnership, (iv) the Operating Partnership's
ownership of a 100% member interest in the Operating GP LLC and a 99.99% limited
partner interest in each of the LP Subsidiaries, (v) the Operating GP LLC's
ownership of a 0.01% general partner interest in each of the LP Subsidiaries,
(vi) Sunoco Pipeline LP's ownership of a 100% member interest in each of the LLC
Subsidiaries and a 9.4% interest in the capital stock of Explorer, (vii) PUT
LLC's ownership of a 31.5% interest in the capital stock of Wolverine, a 14.0%
interest in the capital stock of Yellowstone and a 12.3% interest in the capital
stock of West Shore and (viii) Gulf Pipe Line's ownership of a 43.81% interest
in the capital stock of West Texas Gulf, none of the Partnership Entities own,
and at each Delivery Date, will own, directly or indirectly, any equity or
long-term debt securities of any corporation, partnership, limited liability
company, joint venture, association or other entity; and none of these entities
other than the Operating Partnership, the OLP GP, the Operating GP LLC and
Sunoco Pipeline LP, is a "significant subsidiary" of the Partnership as such
term is defined in Rule 405 of the Rules and Regulations.

      (s) No Preemptive Rights, Options or Other Rights. Except as described in
the Prospectus or for any such rights which have been effectively complied with
or waived, (i) no person has the right, contractual or otherwise, to cause the
Partnership to issue or register any equity interests in the Partnership or any
other Partnership Entity, (ii) there are no preemptive rights, resale rights,
rights of first refusal or other rights to subscribe for or to purchase, nor any
restriction upon voting or transfer of, any partnership or membership interests
in the Partnership Entities, and (iii) no person has the right to act as an
underwriter, or as a financial advisor to the Partnership, in connection with
the offer and sale of the Units, in the case of each of the foregoing clauses
(i), (ii) and (iii), whether as a result of the filing or the effectiveness of
the Registration Statement or the offering or sale of the Units as contemplated
thereby or otherwise; and except as described in the Prospectus, there are no
outstanding options or warrants to purchase any Common Units, Subordinated
Units, Incentive Distribution Rights or other interests in the Partnership or
any other Partnership Entity.

      (t) Authority. The Partnership has all requisite power and authority to
(i) issue, sell and deliver the Units, in accordance with and upon the terms and
conditions set forth in this Agreement, the Partnership Agreement, the
Registration Statement and the Prospectus, and (ii) consummate the transactions
contemplated by this Agreement; the Partnership Entities have all requisite
power and authority to enter into the Transaction Documents to which they are a
party and to consummate the transactions (including the Transactions)
contemplated thereby; and

                                       8


at each Delivery Date, all corporate, partnership and limited liability company
action, as the case may be, required to be taken by any of the Partnership
Entities or any of their securityholders, partners or members for (i) the
authorization, issuance, sale and delivery of the Units, (ii) the execution and
delivery of this Agreement and the Transaction Documents and (iii) the
consummation of the transactions (including the Transactions) contemplated by
this Agreement and the Transaction Documents (other than the transactions
contemplated under the Acquisition Agreement, which action will be taken prior
to the consummation of such transactions), shall have been validly taken.

      (u) Authorization of the Agreement. This Agreement has been duly
authorized, executed and delivered by each of the Partnership Parties.

      (v) Authorization and Enforceability of Other Agreements.

            (i) The GP LLC Agreement has been duly authorized, executed and
      delivered by the GP Members, and is a valid and legally binding agreement
      of each of the GP Members, enforceable against each of them in accordance
      with its terms.

            (ii) The Partnership Agreement has been duly authorized, executed
      and delivered and is a valid and legally binding agreement of the General
      Partner, enforceable against the General Partner in accordance with its
      terms.

            (iii) The OLP GP LLC Agreement has been duly authorized, executed
      and delivered by the Partnership, and is a valid and legally binding
      agreement of the Partnership, enforceable against it in accordance with
      its terms.

            (iv) The Operating Partnership Agreement has been duly authorized,
      executed and delivered by the OLP GP and the Partnership, and is a valid
      and legally binding agreement of the OLP GP and the Partnership,
      enforceable against the OLP GP and the Partnership in accordance with its
      terms.

            (v) The Operating GP LLC Agreement has been duly authorized,
      executed and delivered by the Operating Partnership, and is a valid and
      legally binding agreement of the Operating Partnership, enforceable
      against it in accordance with its terms.

            (vi) Each of the LP Subsidiary Partnership Agreements has been duly
      authorized, executed and delivered by the Operating GP LLC and the
      Operating Partnership and is a valid and legally binding agreement of the
      Operating GP LLC and the Operating Partnership, enforceable against each
      of them in accordance with its terms.

            (vii) Each of the limited liability company agreements of PUT LLC
      and Gulf Pipe Line, respectively, has been duly authorized, executed and
      delivered by Sunoco Pipeline LP and is a valid and legally binding
      agreement of Sunoco Pipeline LP, enforceable against it in accordance with
      its terms.

            (viii) The Acquisition Agreement has been duly authorized, executed
      and delivered by Sunoco Pipeline LP and is a valid and legally binding
      agreement of Sunoco Pipeline LP, enforceable against it in accordance with
      its terms.

                                       9


            (ix) The Redemption Agreement has been duly authorized, executed and
      delivered by the Partnership and the General Partner and is a valid and
      legally binding agreement of each of the Partnership and the General
      Partner, enforceable against each of them in accordance with its terms.

provided that, with respect to each agreement described in Section (v)(i) - (ix)
above, the enforceability thereof may be limited by bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws relating to or
affecting creditors' rights generally and by general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law); and provided, further, that the indemnity and contribution
provisions contained in any of such agreements may be limited by federal or
state securities laws.

      (w) No Violations. None of the (i) offering, issuance and sale by the
Partnership of the Units, (ii) execution, delivery and performance of this
Agreement or the Transaction Documents by the Partnership Entities party thereto
or (iii) consummation of the transactions (including the Transactions)
contemplated by this Agreement or the Transaction Documents (A) conflicts or
will conflict with or constitutes or will constitute a breach or violation of
any provision of the certificate of limited partnership or agreement of limited
partnership, certificate of formation or limited liability company or operating
agreement or any other organizational or governing documents of any of the
Partnership Entities, (B) conflicts or will conflict with or constitutes or will
constitute a breach or violation of, or a default under (or an event which, with
notice or lapse of time or both, would constitute such a default), any
indenture, mortgage, deed of trust, loan agreement, lease or other agreement or
instrument to which any of the Partnership Entities is a party or by which any
of them or any of their respective properties may be bound, (C) violates or will
violate any statute, law or regulation or any order, judgment, ruling, decree or
injunction of any court or governmental agency or body having jurisdiction over
any of the Partnership Entities or any of their assets or properties or (D)
results or will result in the creation or imposition of any lien, charge or
encumbrance upon any property or assets of any of the Partnership Entities,
except with respect to clauses (B), (C) or (D) for such conflicts, breaches,
violations or defaults that would not have a Material Adverse Effect.

      (x) No Consents. No permit, consent, approval, authorization, order,
registration, filing or qualification of or with any court, governmental agency
or body having jurisdiction over any of the Partnership Entities or any of their
respective properties (a "Consent") is required in connection with the offering,
issuance and sale by the Partnership of the Units, the execution, delivery and
performance of this Agreement or the Transaction Documents by the Partnership
Entities party thereto, or the consummation of the transactions (including the
Transactions) contemplated hereby and thereby, except for such Consents (i)
required under the Securities Act, the Exchange Act, and state securities or
Blue Sky laws, (ii) that have been, or prior to each Delivery Date will be,
obtained (other than such Consents as may be required in connection with the
transactions contemplated under the Acquisition Agreement, which Consents will
be obtained or waived prior to the consummation of such transactions), (iii)
that, if not obtained, would not, individually or in the aggregate, have a
Material Adverse Effect and (iv) as disclosed in the Prospectus.

      (y) No Registration Rights. Except as described in the Prospectus, there
are no contracts, agreements or understandings between any of the Partnership
Entities and any person

                                       10


granting such person the right to require the Partnership to file a registration
statement under the Securities Act with respect to any securities of any of the
Partnership Entities owned or to be owned by such person or to require the
Partnership to include such securities with the Units registered pursuant to the
Registration Statement or in any securities being registered pursuant to any
other registration statement filed by any of the Partnership Entities under the
Securities Act.

      (z) No Sales. None of the Partnership Entities has sold or issued any
Common Units, Subordinated Units or other interests in the Partnership during
the six-month period preceding the date of the Prospectus, including any sales
pursuant to Rule 144A under, or Regulations D or S of, the Securities Act other
than Common Units issued pursuant to employee benefit plans, qualified options
plans or other employee compensation plans or pursuant to outstanding options,
rights or warrants.

      (aa) No Material Adverse Change. Neither the General Partner nor any
member of the Partnership Group has sustained, since the date of the latest
audited financial statements included or incorporated by reference in the
Prospectus, any material loss or interference with its business from fire,
explosion, flood or other calamity, whether or not covered by insurance, or from
any labor dispute or court or governmental action, investigation, order or
decree, otherwise than as set forth or contemplated in the Prospectus; and,
since such date, (i) there has not been any change in the capitalization or in
the long-term debt of the General Partner or the capitalization or consolidated
long-term debt of the Partnership Group, taken as a whole, or (ii) any material
adverse change, or any development involving, or which may reasonably be
expected to involve, a prospective material adverse change, in or affecting the
general affairs, management, condition (financial or other), securityholders'
equity, assets, properties, capitalization, results of operations, business or
prospects of the Partnership Group, taken as a whole, otherwise than as set
forth or contemplated in the Prospectus.

      (bb) Capitalization and Financial Statements. At March 31, 2005, the
Partnership had, on the consolidated basis indicated in the Prospectus (and any
amendment or supplement thereto), a capitalization as set forth therein. The
historical financial statements (including the related notes and supporting
schedules) included in the Registration Statement, the Preliminary Prospectus
and the Prospectus (and any amendment or supplement thereto) present fairly in
all material respects the financial position, results of operations and cash
flows of the entities purported to be shown thereby on the basis stated therein
at the respective dates or for the respective periods to which they apply, and
have been prepared in accordance with generally accepted accounting principles
consistently applied throughout the periods involved, except to the extent
disclosed therein. The summary historical financial information set forth in the
Registration Statement, the Preliminary Prospectus and the Prospectus (and any
amendment or supplement thereto) under the caption "Summary--Summary Financial
and Operating Data" is accurately presented in all material respects and
prepared on a basis consistent with the audited and unaudited historical
consolidated financial statements from which it has been derived.

      (cc) Independent Public Accountants. The accountants, Ernst & Young LLP,
who have certified certain financial statements of the General Partner and the
Partnership Group, and whose reports are included and incorporated by reference
in the Registration Statement, any Preliminary Prospectus and the Prospectus and
who have delivered the letter referred to in Section 7(h) hereof, are and have
been, during the periods covered by the financial statements on

                                       11


which they reported, independent public accountants with respect to the General
Partner and the Partnership Group as required by the Securities Act and the
Rules and Regulations.

      (dd) Title to Properties. Each of the Partnership Entities has good and
indefeasible title to all real property and good title to all personal property
owned by it, in each case, free and clear of all Liens and other defects, except
(i) as described and qualified in the Prospectus or (ii) such as do not
materially affect the use of such properties taken as a whole as they have been
used in the past and are proposed to be used in the future as described in the
Prospectus; provided, that, with respect to title to pipeline rights-of-way, the
Partnership Entities represent only that (A) they have sufficient title to
enable them to use and occupy the pipeline rights-of-way as they have been used
and occupied in the past and are to be used and occupied in the future as
described in the Prospectus and (B) any lack of title to the pipeline
rights-of-way will not have a material adverse effect on the ability of the
Partnership Entities to use and occupy the pipeline rights-of-way as they have
been used and occupied in the past and are to be used and occupied in the future
as described in the Prospectus and will not materially increase the cost of such
use and occupation; and provided further that with respect to all real property,
buildings and assets held under lease or license by the Partnership Entities,
such real property, buildings and assets are held under valid, subsisting and
enforceable leases or licenses, with such exceptions as are not material and do
not interfere with the use made and proposed to be made of such real property,
buildings or assets as they have been used as described in the Prospectus.

      (ee) Permits. Each of the Partnership Entities has, or at each Delivery
Date will have, such permits, consents, licenses, franchises, certificates and
authorizations of governmental or regulatory authorities ("permits") as are
necessary to own or lease its properties and to conduct its business in the
manner described in the Prospectus, subject to such qualifications as may be set
forth in the Prospectus and except for such permits that, if not obtained, would
not have, individually or in the aggregate, a Material Adverse Effect; each of
the Partnership Entities has, or at each Delivery Date will have, fulfilled and
performed all its material obligations with respect to such permits in the
manner described, and subject to the limitations contained in the Prospectus and
no event has occurred that would prevent the permits from being renewed or
reissued or that allows, or after notice or lapse of time would allow,
revocation or termination thereof or results or would result in any impairment
of the rights of the holder of any such permit, except for such non-renewals,
non-issues, revocations, terminations and impairments that would not,
individually or in the aggregate, have a Material Adverse Effect.

      (ff) Insurance. Each of the Partnership Entities carry, or are covered by,
insurance in such amounts and covering such risks as is reasonably adequate for
the conduct of their respective businesses and the value of their respective
properties and as is customary for businesses engaged in similar businesses in
similar industries, and none of the Partnership Entities has received notice of
cancellation or non-renewal of such insurance or notice that substantial capital
improvements or other expenditures will have to be made in order to continue
such insurance; and all such insurance is outstanding and duly in force on the
date hereof and will be outstanding and duly in force on each Delivery Date.

      (gg) Intellectual Property. Each of the Partnership Entities owns or
possesses adequate rights to use all patents, patent applications, trademarks,
service marks, trade names, trademark registrations, service mark registrations,
copyrights and licenses necessary for the conduct of its respective business and
none of the Partnership Entities has reason to believe that

                                       12


the conduct of their respective businesses will conflict with any such rights of
others or are aware of any claim or any challenge by any other person to the
rights of any of the Partnership Entities with respect to the foregoing.

      (hh) Form S-3 Requirements. The conditions for use of Form S-3 by the
Partnership, as set forth in the General Instructions thereto, have been
satisfied.

      (ii) Adequate Disclosure and Descriptions. There are no legal or
governmental proceedings pending or, to the knowledge of any of the Partnership
Entities, threatened against any of the Partnership Entities or to which any of
the Partnership Entities is a party or to which any property or assets of any of
the Partnership Entities is the subject that are required to be described in the
Registration Statement or Prospectus but are not described as required; there
are no agreements, contracts, indentures, leases or other documents which are
required to be described in the Prospectus or filed as exhibits to the
Registration Statement by the Securities Act or the Rules and Regulations
thereunder which have not been described in the Prospectus or filed as exhibits
to the Registration Statement; and the statements set forth or incorporated by
reference in the Prospectus under the captions "Cash Distributions," "Conflicts
of Interest and Fiduciary Responsibilities" and "Description of the Common
Units," insofar as they purport to constitute a summary of the terms of the
Common Units, and under the captions "Tax Considerations" and "Material Tax
Considerations," insofar as they purport to describe the provisions of the laws
and documents referred to therein, are fair summaries in all material respects.

      (jj) Related Party Transactions. No relationship, direct or indirect,
exists between or among (i) any member of the Partnership Group, on the one
hand, and (ii) the securityholders, customers, suppliers, directors or officers
of the General Partner, Sunoco Inc. or any of their affiliates, on the other
hand, which such relationship is required to be described in the Prospectus and
is not so described; there are no outstanding loans, advances (except normal
advances for business expenses in the ordinary course of business) or guarantees
of indebtedness by any Partnership Entity to or for the benefit of any of the
officers or directors of any Partnership Entity or their respective family
members, except as disclosed in the Registration Statement and the Prospectus;
and no Partnership Entity has, in violation of the Sarbanes-Oxley Act of 2002,
directly or indirectly, extended or maintained credit, arranged for the
extension of credit, or renewed an extension of credit, in the form of a
personal loan to or for any director or executive officer of any Partnership
Entity.

      (kk) No Labor Dispute. No labor disturbance by the employees of any member
of the Partnership Group (and to the extent they perform services on behalf of
any of any member of the Partnership Group, employees of the General Partner or
any affiliate of the General Partner), exists or, to the knowledge of any of the
Partnership Entities, is imminent or threatened, that is reasonably likely to
have a Material Adverse Effect.

      (ll) Employee Benefit Matters. The General Partner and the members of the
Partnership Group are in compliance in all material respects with all presently
applicable provisions of the Employee Retirement Income Security Act of 1974, as
amended, including the regulations and published interpretations thereunder
("ERISA"); no "reportable event" (as defined in ERISA) has occurred with respect
to any "pension plan" (as defined in ERISA) for which the General Partner or any
member of the Partnership Group would have any liability;

                                       13


neither the Partnership nor any member of the Partnership Group has incurred nor
does either expect to incur liability under (i) Title IV of ERISA with respect
to termination of, or withdrawal from, any "pension plan" or (ii) Sections 412
or 4971 of the Internal Revenue Code of 1986, as amended, including the
regulations and published interpretations thereunder (the "Code"); and each
"pension plan" for which the General Partner or any member of the Partnership
Group would have any liability that is intended to be qualified under Section
401(a) of the Code has been determined by the Internal Revenue Service to be so
qualified and nothing has occurred, whether by action or by failure to act,
which could reasonably be expected to cause the loss of such qualification.

      (mm) Tax Returns. Each of the Partnership Entities has filed (or has
obtained extensions with respect to) all material federal, state and local
income and franchise tax returns required to be filed through the date of this
Agreement, which such returns are complete and correct in all material respects,
and has timely paid all taxes shown to be due pursuant to such returns, other
than those (i) that, if not paid, would not have a Material Adverse Effect or
(ii) that are being contested in good faith and for which adequate reserves have
been established in accordance with generally accepted accounting principles. No
tax deficiency has been determined adversely to any of the Partnership Entities
which has had (nor does the Partnership have any knowledge of any tax deficiency
which, if determined adversely to any of the Partnership Entities, might have) a
Material Adverse Effect.

      (nn) No Changes. Since the date as of which information is given in the
Prospectus through the date of this Agreement, and except as may otherwise be
disclosed in the Prospectus, neither the General Partner nor any member of the
Partnership Group has (i) issued or granted any securities, (ii) incurred any
liability or obligation, direct, indirect or contingent, other than liabilities
and obligations which were incurred in the ordinary course of business, (iii)
entered into any transaction not in the ordinary course of business or (iv)
declared or paid any distributions.

      (oo) Books and Records. The Partnership Entities (i) make and keep books,
records and accounts, that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of assets of the Partnership Entities and (ii)
maintain internal accounting controls sufficient to provide reasonable
assurances that (A) transactions are executed in accordance with management's
general or specific authorization, (B) transactions are recorded as necessary to
permit preparation of financial statements in conformity with generally accepted
accounting principles and to maintain accountability for the Partnership's
consolidated assets, (C) access to assets is permitted only in accordance with
management's general or specific authorization and (D) the recorded
accountability for assets is compared with existing assets at reasonable
intervals and appropriate action is taken with respect to any differences.

      (pp) No Default. None of the Partnership Entities is (i) in violation of
its certificate of limited partnership or agreement of limited partnership,
certificate of formation or limited liability company agreement or any other
organizational or governing documents; (ii) in breach or default in any material
respect, and no event has occurred which, with notice or lapse of time or both,
would constitute such a breach or default, in the performance or observance of
any term, covenant or condition contained in any bond, debenture, note or any
other evidence of indebtedness or any agreement, indenture, mortgage, deed of
trust, loan agreement, lease or other agreement or instrument to which it is a
party or by which it is bound or to which any of its

                                       14


properties or assets is subject, or (iii) in violation of any law, ordinance,
administrative or governmental rule or regulation applicable to it or of any
order, judgment, decree or injunction of any court or governmental agency or
body to which it or its property or assets may be subject, in the case of
clauses (ii) and (iii) as would, if continued, have a Material Adverse Effect,
or could materially impair the ability of any of the Partnership Entities to
perform their respective obligations under this Agreement or the Transaction
Documents. To the knowledge of the Partnership Parties, no third party to any
indenture, mortgage, deed of trust, loan agreement, lease or other agreement or
instrument to which any of the Partnership Entities is a party or by which any
of them are bound or to which any of their properties are subject, is in default
under any such agreement, which breach, default or violation would, if
continued, have a Material Adverse Effect.

      (qq) Environmental Compliance. Except as described in the Prospectus, the
Partnership Entities (i) are in compliance with any and all applicable federal,
state and local laws and regulations relating to the protection of human health
and safety and the environment or imposing liability or standards of conduct
concerning any Hazardous Materials (as defined below) ("Environmental Laws"),
(ii) have received all permits required of them under applicable Environmental
Laws to conduct their respective businesses, (iii) are in compliance with all
terms and conditions of any such permits and (iv) do not have any liability in
connection with the release into the environment of any Hazardous Material,
except where such noncompliance with Environmental Laws, failure to receive
required permits, failure to comply with the terms and conditions of such
permits or liability in connection with such releases would not, individually or
in the aggregate, have a Material Adverse Effect. The term "Hazardous Material"
means (A) any "hazardous substance" as defined in the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended, (B)
any "hazardous waste" as defined in the Resource Conservation and Recovery Act,
as amended, (C) any petroleum or petroleum product, (D) any polychlorinated
biphenyl and (E) any pollutant or contaminant or hazardous, dangerous or toxic
chemical, material, waste or substance regulated under or within the meaning of
any other Environmental Law.

      (rr) Investment Company/Public Utility Holding Company. None of the
Partnership Entities is now, and after sale of the Units to be sold by the
Partnership hereunder and application of the net proceeds from such sale as
described in the Prospectus under the caption "Use of Proceeds" will be, (i) an
"investment company" within the meaning of the Investment Company Act of 1940,
as amended (the "Investment Company Act"), or (ii) a "public utility company,"
"holding company" or a "subsidiary company" of a "holding company" under the
Public Utility Holding Company Act of 1935, as amended.

      (ss) Certificates. Each certificate signed by or on behalf of any of the
Partnership Entities and delivered to the Underwriters or counsel for the
Underwriters pursuant to this Agreement shall be deemed to be a representation
and warranty by each such Partnership Entity to the Underwriters as to the
matters covered thereby.

      (tt) No Legal Actions or Violations. Except as described in the
Prospectus, there is (i) no action, suit or proceeding before or by any court,
arbitrator or governmental agency, body or official, domestic or foreign, now
pending or, to the knowledge of the Partnership Parties, threatened, to which
any of the Partnership Entities is or may be a party or to which the business or
property of any of the Partnership Entities is or may be subject, (ii) no
statute, rule, regulation

                                       15


or order that has been enacted, adopted or issued by any governmental agency or
that has been proposed by any governmental agency, and (iii) no injunction,
restraining order or order of any nature issued by a federal or state court or
foreign court of competent jurisdiction to which any of the Partnership Entities
is or may be subject, that, in the case of clauses (i), (ii) and (iii) above, is
reasonably expected to (A) have a Material Adverse Effect, (B) prevent or result
in the suspension of the offering and issuance of the Units, or (C) in any
manner draw into question the validity of this Agreement or any of the
Transaction Documents.

      (uu) NYSE Listing. The Units have been approved for listing on the New
York Stock Exchange, Inc. ("NYSE"), subject only to official notice of issuance.

      (vv) Statistical Data. The statistical and market-related data included in
the Prospectus and the Registration Statement are based on or derived from
sources which the Partnership Entities believe to be reliable and accurate.

      (ww) Disclosure Controls and Procedures. The Partnership has established
and maintains disclosure controls and procedures (as such term is defined in
rule 13a-14 under the Exchange Act), which (A) are designed to ensure that
material information relating to the Partnership, including its consolidated
Subsidiaries, is made known to the Partnership's principal executive officer and
its principal financial officer by others within those entities, particularly
during the periods in which the periodic reports required under the Exchange Act
are being prepared, (B) have been evaluated for effectiveness as of March 31,
2005, and (C) are effective in all material respects to perform the functions
for which they were established.

      (xx) Absence of Changes in Internal Controls. Since the date of the most
recent evaluation of such disclosure controls and procedures, there have been no
changes in internal control over financial reporting, including any corrective
actions with regard to significant deficiencies and material weaknesses, that
has materially affected, or is reasonably likely to materially affect, the
Partnership's internal control over financial reporting.

      Section 2. Purchase of the Units by the Underwriters.

      On the basis of the representations and warranties contained in, and
subject to the terms and conditions of, this Agreement, the Partnership agrees
to sell 2,500,000 Firm Units to the several Underwriters and each of the
Underwriters, severally and not jointly, agrees to purchase the number of Firm
Units from the Partnership set forth opposite that Underwriter's name in
Schedule 1 hereto. The respective purchase obligations of the Underwriters with
respect to the Firm Units shall be rounded among the Underwriters to avoid
fractional units, as Lehman Brothers Inc. may determine.

      In addition, the Partnership hereby grants to the Underwriters an option
to purchase up to 375,000 Option Units. Such option (the "Option") is granted
for the purpose of covering over-allotments in the sale of Firm Units and is
exercisable as provided in Section 4 hereof. The Option Units shall be purchased
severally for the account of the Underwriters in proportion to the aggregate
number of Firm Units set forth opposite the name of such Underwriters in
Schedule 1 hereto. The respective purchase obligations of each Underwriter with
respect to the Option shall be adjusted by Lehman Brothers Inc. so that no
Underwriter shall be obligated to purchase Option Units other than in 100 unit
amounts.

                                       16


      The price of both the Firm Units and any Option Units shall be $35.906 per
Unit.

      The Partnership shall not be obligated to deliver any of the Units to be
delivered on any Delivery Date (as hereinafter defined), as the case may be,
except upon payment for all the Units to be purchased on such Delivery Date as
provided herein.

      Section 3. Offering of Units by the Underwriters.

      Upon authorization by Lehman Brothers Inc. of the release of the Firm
Units, the several Underwriters propose to offer the Firm Units for sale upon
the terms and conditions set forth in the Prospectus.

      Section 4. Delivery of and Payment for the Units.

      Delivery of and payment for the Firm Units shall be made at the offices of
Andrews Kurth LLP beginning at 8:30 a.m., Houston, Texas time, on the fourth
full business day following the date of this Agreement or at such other date or
place as shall be determined by agreement between Lehman Brothers Inc. and the
Partnership. This date and time are sometimes referred to as the "First Delivery
Date." On the First Delivery Date, the Partnership shall cause its transfer
agent to deposit as original issue the Firm Units pursuant to the Full Fast
Delivery Program of The Depository Trust Company ("DTC") against payment to or
upon the order of the Partnership of the purchase price by wire transfer in
immediately available funds. Time shall be of the essence, and delivery at the
time and place specified pursuant to this Agreement is a further condition of
the obligation of each Underwriter hereunder.

      The Option granted in Section 2 will expire thirty (30) days after the
date of this Agreement and may be exercised in whole or in part from time to
time by written notice being given to the Partnership by Lehman Brothers Inc.
Such notice shall set forth the aggregate number of Option Units as to which the
Option is being exercised, the names in which the Option Units are to be
registered, the denominations in which the Option Units are to be issued and the
date and time, as determined by Lehman Brothers Inc., when the Option Units are
to be delivered; provided, however, that this date and time shall not be earlier
than the First Delivery Date nor earlier than the second business day after the
date on which the Option shall have been exercised nor later than the fifth
business day after the date on which the Option shall have been exercised. The
date and time the Option Units are delivered are sometimes referred to as a
"Second Delivery Date" and the First Delivery Date and any Second Delivery Date
are sometimes each referred to as a "Delivery Date."

      Delivery of and payment for the Option Units shall be made at the place
specified in the first sentence of the first paragraph of this Section 4 (or at
such other place as shall be determined by agreement between Lehman Brothers
Inc. and the Partnership) beginning at 8:30 a.m., Houston, Texas time, on such
Second Delivery Date. On such Second Delivery Date, the Partnership shall cause
its transfer agent to deposit as original issue the Option Units pursuant to the
Full Fast Delivery Program of the DTC for the account of each Underwriter
against payment to or upon the order of the Partnership of the purchase price by
wire transfer in immediately available funds. Time shall be of the essence, and
delivery at the time and place specified pursuant to this Agreement is a further
condition of the obligation of each Underwriter hereunder.

                                       17


      Section 5. Further Agreements of the Partnership Parties.

      Each of the Partnership Parties, jointly and separately, covenants and
agrees with each Underwriter:

      (a) Preparation of Prospectus and Registration Statement. (i) To prepare
the Prospectus in a form approved by the Underwriters and to file such
Prospectus pursuant to Rule 424(b) under the Securities Act not later than
Commission's close of business on the second business day following the
execution and delivery of this Agreement or, if applicable, such earlier time as
may be required by Rule 430A(a)(3) under the Securities Act; (ii) to make no
further amendment or any supplement to the Registration Statement or to the
Prospectus except as permitted herein; (iii) to advise the Underwriters,
promptly after it receives notice thereof, of the time when any amendment to the
Registration Statement has been filed or becomes effective or any supplement to
the Prospectus or any amended Prospectus has been filed and to furnish the
Underwriters with copies thereof; (iv) to file promptly all reports and other
documents required to be filed by the Partnership with the Commission pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
of the Prospectus and for so long as the delivery of a prospectus is required in
connection with the offering and sale of the Firm Units; (v) to advise the
Underwriters, promptly after it receives notice thereof, of the issuance by the
Commission of any stop order or of any order preventing or suspending the use of
any Preliminary Prospectus or the Prospectus, of the suspension of the
qualification of the Units for offering or sale in any jurisdiction, of the
initiation or threatening of any proceeding for any such purpose, or of any
request by the Commission for the amending or supplementing of the Registration
Statement or the Prospectus or for additional information; and (vi) in the event
of the issuance of any stop order or of any order preventing or suspending the
use of any Preliminary Prospectus or the Prospectus or suspending any such
qualification, to use promptly its reasonable best efforts to obtain its
withdrawal.

      (b) Conformed Copies of Registration Statement. At the request of the
Underwriters, to furnish promptly to each of the Underwriters and to counsel for
the Underwriters a conformed copy of the Registration Statement as originally
filed with the Commission, and each amendment thereto filed with the Commission,
including all consents and exhibits filed therewith.

      (c) Copies of Documents to Underwriters. To deliver promptly to the
Underwriters such number of the following documents as the Underwriters shall
reasonably request: (i) conformed copies of the Registration Statement as
originally filed with the Commission and each amendment thereto (in each case
excluding exhibits) and (ii) each Preliminary Prospectus, the Prospectus and any
amended or supplemented Prospectus; and, if the delivery of a prospectus is
required at any time after the Effective Time in connection with the offering or
sale of the Units or any other securities relating thereto and if at such time
any events shall have occurred as a result of which the Prospectus as then
amended or supplemented would include an untrue statement of a material fact or
omit to state any material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, or, if for any other reason it shall be necessary to amend or
supplement the Prospectus in order to comply with the Securities Act, to notify
the Underwriters and, upon their request, to prepare and furnish without charge
to each Underwriter and to any dealer in securities as many copies as the
Underwriters may from time to time reasonably request of an amended or

                                       18


supplemented Prospectus which will correct such statement or omission or effect
such compliance.

      (d) Filing of Amendment or Supplement. To file promptly with the
Commission any amendment to the Registration Statement or the Prospectus or any
supplement to the Prospectus that may, in the reasonable judgment of the
Partnership or the Underwriters, be required by the Securities Act or requested
by the Commission.

      (e) Copies of Amendments or Supplements. Prior to filing with the
Commission any amendment to the Registration Statement or supplement to the
Prospectus, any document incorporated by reference in the Prospectus or any
prospectus pursuant to Rule 424 of the Rules and Regulations, to furnish a copy
thereof to the Underwriters and counsel for the Underwriters and not to file any
such document to which Lehman Brothers Inc. shall reasonably object promptly
after having been given reasonable notice of the proposed filing thereof unless,
in the judgment of counsel to the Partnership, such filing is required by law.

      (f) Reports to Securityholders. As soon as practicable after the Effective
Date, to make generally available via the Commission's Electronic Data
Gathering, Analysis and Retrieval (EDGAR) System, to the Partnership's
securityholders and the Underwriters an earnings statement of the Partnership
and its subsidiaries (which need not be audited) complying with Section 11(a) of
the Securities Act and the Rules and Regulations (including, at the option of
the Partnership, Rule 158).

      (g) Copies of Reports. For a period of two years following the Effective
Date, to furnish, or to make available via EDGAR, to the Underwriters copies of
all materials furnished by the Partnership to its securityholders and all
reports and financial statements furnished by the Partnership to the principal
national securities exchange or automated quotation system upon which the Units
may be listed pursuant to requirements of or agreements with such exchange or
system or to the Commission pursuant to the Exchange Act or any rule or
regulation of the Commission thereunder.

      (h) Blue Sky Registration. Promptly from time to time to take such action
as Lehman Brothers Inc. may reasonably request to qualify the Units for offering
and sale under the securities or Blue Sky laws of such jurisdictions as Lehman
Brothers Inc. may request and to comply with such laws so as to permit the
continuance of sales and dealings therein in such jurisdictions for as long as
may be necessary to complete the distribution of the Units; provided that in
connection therewith no Partnership Entity shall be required to qualify as a
foreign limited partnership or limited liability company in any jurisdiction
where it is not so qualified or to file a general consent to service of process
in any jurisdiction.

      (i) Lock-up Period; Lock-up Letters. (i) For a period of seventy-five (75)
days from the date of the Prospectus, not to, directly or indirectly, (1) offer
for sale, sell, pledge or otherwise transfer or dispose of (or enter into any
transaction or device which is designed to, or could be expected to, result in
the disposition by any person at any time in the future of) any Common Units or
securities convertible into or exchangeable for Common Units (other than (A)
Common Units issued pursuant to employee benefit plans, qualified option plans
or other employee compensation plans existing on the date hereof, (B) in
connection with an acquisition (provided the seller(s) agrees in writing to be
bound by the provisions of this Section 5(i)) or

                                       19


(C) or pursuant to currently outstanding options, warrants or rights), or sell
or grant options, rights or warrants with respect to any Common Units or
securities convertible into or exchangeable for Common Units (other than the
grant of options pursuant to option plans existing on the date hereof), or (2)
enter into any swap or other derivatives transaction that transfers to another,
in whole or in part, any of the economic benefits or risks of ownership of such
Common Units or securities convertible into or exchangeable for Common Units,
whether any such transaction described in clause (1) or (2) above is to be
settled by delivery of Common Units or other securities, in cash or otherwise,
in each case without the prior written consent of Lehman Brothers Inc. on behalf
of the Underwriters; and (ii) to cause each person or entity listed on Annex 1
to furnish to Lehman Brothers Inc., on or prior to the date hereof, a letter or
letters, substantially in the form of Exhibit A hereto.

      (j) NYSE Listing. To apply for the supplemental listing of the Units on
the NYSE, and to use its reasonable best efforts to complete that listing,
subject only to official notice of issuance, prior to the First Delivery Date.

      (k) Application of Proceeds. To apply the net proceeds from the sale of
the Units as set forth in the Prospectus.

      (l) Investment Company. To take such steps as shall be necessary to ensure
that neither the General Partner nor any member of the Partnership Group shall
become an "investment company" as defined in the Investment Company Act.

      (m) No Stabilization or Manipulation. To not directly or indirectly take
any action designed to or which constitutes or which might reasonably be
expected to cause or result in, under the Exchange Act or otherwise,
stabilization or manipulation of the price of any security of the Partnership to
facilitate the sale or resale of the Units.

      (n) Consents. To cause the Partnership Entities to accomplish and obtain
as soon as practicable all consents, recordings and filings necessary to
perfect, preserve and protect the title of the assets and properties acquired in
the Transactions.

      Section 6. Expenses.

      The Partnership covenants and agrees with the Underwriters that the
Partnership will pay or cause to be paid (a) the costs incident to the
authorization, issuance, sale and delivery of the Units and any taxes payable in
that connection; (b) the costs incident to the preparation, printing and filing
under the Securities Act of the Registration Statement and any amendments and
exhibits thereto; (c) the costs of distributing the Registration Statement as
originally filed and each amendment thereto and any post-effective amendments
thereto (including, in each case, exhibits), any Preliminary Prospectus, the
Prospectus and any amendment or supplement to the Prospectus or any document
incorporated by reference therein, all as provided in this Agreement; (d) the
costs of producing and distributing this Agreement, any supplemental agreement
among underwriters and any other related documents in connection with the
offering, purchase, sale and delivery of the Units; (e) the filing fees incident
to securing any review by the National Association of Securities Dealers, Inc.
of the terms of sale of the Units; (f) any applicable listing or other similar
fees; (g) the fees and expenses of qualifying the Units under the securities
laws of the several jurisdictions as provided in Section 5(h) and of preparing,
printing and distributing

                                       20


a Blue Sky Memorandum (including related fees and expenses of counsel to the
Underwriters); (h) the cost of printing certificates representing the Units and
the costs and charges of any transfer agent or registrar; (i) the costs and
expenses of the Partnership Entities relating to investor presentations on any
"road show" undertaken in connection with the marketing of the offering of the
Units, including, without limitation, expenses associated with the production of
road show slides and graphics, fees and expenses of any consultants engaged in
connection with the road show presentations with the prior approval of the
Partnership, travel and lodging expenses of the representatives and officers of
the Partnership Entities and any such consultants and the cost of any aircraft
chartered in connection with the road show and (j) all other costs and expenses
incident to the performance of the obligations of the Partnership Parties under
this Agreement; provided that, except as provided in this Section 6 and in
Sections 8 and 11 hereof, the Underwriters shall pay their own costs and
expenses, including the costs and expenses of their counsel, any transfer taxes
on the Units which they may sell and the expenses of advertising any offering of
the Units made by the Underwriters.

      Section 7. Conditions of Underwriters' Obligations.

      The respective obligations of the Underwriters hereunder are subject to
the accuracy, when made and on each Delivery Date, of the representations and
warranties of the Partnership Parties contained herein, to the performance by
the Partnership Parties of their respective obligations hereunder, and to each
of the following additional terms and conditions:

      (a) The Prospectus shall have been timely filed with the Commission in
accordance with Section 5(a); no stop order suspending the effectiveness of the
Registration Statement or any part thereof shall have been issued and no
proceeding for that purpose shall have been initiated or threatened by the
Commission; and any request of the Commission for inclusion of additional
information in the Registration Statement or the Prospectus or otherwise shall
have been disclosed to Lehman Brothers Inc. and complied with to Lehman Brothers
Inc.'s reasonable satisfaction.

      (b) All corporate, partnership and limited liability company proceedings
and other legal matters incident to the authorization, form and validity of this
Agreement, the Redemption Agreement, the Units, the Registration Statement and
the Prospectus, and all other legal matters relating to this Agreement, the
Transaction Documents and the transactions (including the Transactions)
contemplated by this Agreement and the Transaction Documents shall be reasonably
satisfactory in all material respects to counsel for the Underwriters, and the
Partnership Entities shall have furnished to such counsel all documents and
information that they may reasonably request to enable them to pass upon such
matters.

      (c) Vinson & Elkins L.L.P. shall have furnished to the Underwriters their
written opinion, as counsel to the Partnership, addressed to the Underwriters
and dated such Delivery Date, in form and substance reasonably satisfactory to
Lehman Brothers Inc. and its counsel, substantially in the form of Exhibit B to
this Agreement.

      (d) Ballard Spahr Andrews & Ingersoll LLP shall have furnished to the
Underwriters their written opinion, as counsel to Sunoco, Inc. and its
subsidiaries (other than the Partnership Group) and as local counsel for opining
as to the law of Pennsylvania, addressed to the

                                       21


Underwriters and dated such Delivery Date, in form and substance reasonably
satisfactory to Lehman Brothers Inc. and its counsel, substantially in the form
of Exhibit C to this Agreement.

      (e) The Underwriters shall have received from Bruce D. Davis, Jr., Esq.,
General Counsel of the General Partner, his written opinion, addressed to the
Underwriters and dated such Delivery Date, in form and substance satisfactory to
Lehman Brothers Inc. and its counsel, substantially in the form of Exhibit D to
this Agreement.

      (f) The Underwriters shall have received from Andrews Kurth LLP, counsel
for the Underwriters, such opinion or opinions, dated such Delivery Date, with
respect to the issuance and sale of the Units, the Registration Statement, the
Prospectus and other related matters as Lehman Brothers Inc. may reasonably
require, and the Partnership shall have furnished to such counsel such documents
as they reasonably request for the purpose of enabling them to pass upon such
matters.

      (g) At the time of execution of this Agreement, the Underwriters shall
have received from Ernst & Young LLP a letter or letters, in form and substance
satisfactory to Lehman Brothers Inc., addressed to the Underwriters and dated
the date hereof (i) confirming that they are an independent registered public
accounting firm within the meaning of the Securities Act and the applicable
rules and regulations thereunder adopted by the Commission and the Public
Company Accounting Oversight Board ("PCAOB") and are in compliance with the
applicable requirements relating to the qualification of accountants under Rule
2-01 of Regulation S-X of the Commission, and (ii) stating, as of the date
hereof (or, with respect to matters involving changes or developments since the
respective dates as of which specified financial information is given in the
Prospectus, as of a date not more than three (3) days prior to the date hereof),
the conclusions and findings of such firm with respect to the financial
information and other matters ordinarily covered by accountants' "comfort
letters" to underwriters in connection with registered public offerings.

      (h) With respect to the comfort letter of Ernst & Young LLP referred to in
the preceding paragraph and delivered to the Underwriters concurrently with the
execution of this Agreement (the "initial comfort letter"), the Partnership
shall have furnished to the Underwriters a letter (the "bring-down comfort
letter") of such accountants, addressed to the Underwriters and dated each
Delivery Date, as applicable, (i) confirming that they are an independent
registered public accounting firm within the meaning of the Securities Act and
the applicable rules and regulations thereunder adopted by the Commission and
the PCAOB and are in compliance with the applicable requirements relating to the
qualification of accountants under Rule 2-01 of Regulation S-X of the
Commission, (ii) stating, as of the date of the bring-down comfort letter (or,
with respect to matters involving changes or developments since the respective
dates as of which specified financial information is given in the Prospectus, as
of a date not more than three (3) days prior to the date of the bring-down
comfort letter), the conclusions and findings of such firm with respect to the
financial information and other matters covered by the initial comfort letter
and (iii) confirming in all material respects the conclusions and findings set
forth in the initial comfort letter.

      (i) On each Delivery Date, there shall have been furnished to the
Underwriters a certificate, dated such Delivery Date and addressed to the
Underwriters, signed on behalf of the

                                       22


General Partner by the chief executive officer and the chief financial officer
of the General Partner, stating, in each case with respect to the entities
covered by the certificate, that:

            (1) the representations, warranties and agreements of the
      Partnership Parties contained in this Agreement are true and correct, as
      if made at and as of such Delivery Date, and the Partnership Parties have
      complied with all the agreements contained in this Agreement and satisfied
      all the conditions on their part to be complied with or satisfied at or
      prior to such Delivery Date;

            (2) the Prospectus has been timely filed with the Commission in
      accordance with Section 5(a); no stop order suspending the effectiveness
      of the Registration Statement or any part thereof has been issued and no
      proceeding for that purpose has been initiated or, to the knowledge of
      such officers, threatened by the Commission; and all requests of the
      Commission for inclusion of additional information in the Registration
      Statement or the Prospectus or otherwise has been complied with;

            (3) no event contemplated by subsections (j)(i), (j)(ii) or (k) of
      this Section 7 has occurred in respect of the Partnership Entities; and

            (4) they have carefully examined the Registration Statement and the
      Prospectus and, in their opinion, (i) the Registration Statement and
      Prospectus do not include any untrue statement of a material fact and do
      not omit to state a material fact required to be stated therein or
      necessary to make the statements therein not misleading, and (ii) since
      the Effective Date, no event has occurred which is required to be set
      forth in a supplement or amendment to the Registration Statement or the
      Prospectus.

      (j) None of the Partnership Entities shall have sustained since the date
of the latest audited financial statements included or incorporated by reference
in the Prospectus (i) any material loss or interference with its business from
fire, explosion, flood, accident or other calamity, whether or not covered by
insurance, or from any labor dispute or court or governmental action,
investigation, order or decree, otherwise than as set forth or contemplated in
the Prospectus, or shall have become a party to or the subject of any
litigation, court or governmental action, investigation, order or decree that is
materially adverse to the Partnership Entities, taken as whole, or (ii) any
change in the partners' capital, members' interests or short-term or long-term
debt of the Partnership Entities, taken as whole, or any change, or any
development involving a prospective material adverse change, in or affecting the
general affairs, operations, business, prospects, capitalization, management,
financial position, securityholders' equity or results of operations or net
worth of the Partnership Entities, taken as a whole, other than as set forth or
contemplated in the Prospectus, the effect of which, in any such case described
in clause (i) or (ii), makes it, in the judgment of Lehman Brothers Inc., so
material and adverse as to make it impracticable or inadvisable to proceed with
the public offering or the delivery of the Units being delivered on such
Delivery Date on the terms and in the manner contemplated in the Prospectus.

      (k) Subsequent to the execution and delivery of this Agreement, if any
debt securities of any of the Partnership Entities are rated by any "nationally
recognized statistical rating organization," as that term is defined by the
Commission for purposes of Rule 436(g)(2) of the Rules and Regulations, (i) no
downgrading shall have occurred in the rating accorded such debt

                                       23


securities and (ii) no such organization shall have publicly announced that it
has under surveillance or review, with possible negative implications, its
rating of any securities of any of the Partnership Entities.

      (l) Subsequent to the execution and delivery of this Agreement there shall
not have occurred any of the following: (i) trading in securities generally on
the NYSE or the American Stock Exchange or in the over-the-counter market shall
have been suspended or the settlement of such trading generally shall have been
materially disrupted or minimum prices shall have been established on any such
exchange or such market by the Commission, by such exchange or by any other
regulatory body or governmental authority having jurisdiction, (ii) trading in
any securities of the Partnership on any exchange or in the over-the-counter
market shall have been suspended or the settlement of such trading generally
shall have been materially disrupted or minimum prices shall have been
established on any such exchange or such market by the Commission, by such
exchange or by any other regulatory body or governmental authority having
jurisdiction, (iii) a banking moratorium shall have been declared by Federal or
New York state authorities, (iv) the United States shall have become engaged in
hostilities, there shall have been an escalation in hostilities involving the
United States or there shall have been a declaration of a national emergency or
war by the United States or (v) there shall have occurred such a material
adverse change in general domestic or international economic, political or
financial conditions, including without limitation, as a result of terrorist
activities after the date hereof, or the effect of international conditions on
the financial markets in the United States shall be such, as to make it, in the
judgment of Lehman Brothers Inc., impracticable or inadvisable to proceed with
the public offering or delivery of the Units being delivered on such Delivery
Date on the terms and in the manner contemplated in the Prospectus.

      (m) The NYSE shall have approved the Units for supplemental listing,
subject only to official notice of issuance.

      (n) On or prior to the First Delivery Date, pursuant to Section 5(i)
hereof, each person or entity listed on Annex 1 shall have furnished to you a
letter substantially in the form of Exhibit A hereto.

      (o) The Partnership Parties shall have furnished the Underwriters such
additional documents and certificates as the Underwriters or counsel for the
Underwriters may reasonably request.

      All opinions, letters, documents, evidence and certificates mentioned
above or elsewhere in this Agreement shall be deemed to be in compliance with
the provisions hereof only if they are in form and substance reasonably
satisfactory to Underwriters and to counsel for the Underwriters.

      Section 8. Indemnification and Contribution.

      (a) Each of the Partnership Parties, jointly and severally, shall
indemnify and hold harmless each Underwriter, its officers, directors and
employees, and any person who controls any Underwriter within the meaning of the
Securities Act, from and against any loss, claim, damage or liability, joint or
several, or any action in respect thereof (including, but not limited to, any
loss, claim, damage, liability or action relating to purchases and sales of
Units), to which that

                                       24


Underwriter, officer, director, employee or controlling person may become
subject, under the Securities Act or otherwise, insofar as such loss, claim,
damage, liability or action arises out of, or is based upon, (i) any untrue
statement or alleged untrue statement of a material fact contained in (A) any
Preliminary Prospectus, the Registration Statement or the Prospectus or in any
amendment or supplement thereto or (B) any materials or information provided to
investors by, or with the approval of, the General Partner or the Partnership in
connection with the marketing of the offering of the Units, including any
roadshow or investor presentations made to investors by the Partnership (whether
in person or electronically) ("Marketing Materials"), including any roadshow or
investor presentations provided electronically to investors by the Partnership,
(ii) the omission or alleged omission to state in the Registration Statement or
in any amendment or supplement thereto, any material fact required to be stated
therein or necessary to make the statements therein not misleading, (iii) the
omission or alleged omission to state in any Preliminary Prospectus, the
Prospectus or in any amendment or supplement thereto any material fact necessary
to make the statements therein, in the light of the circumstances under which
they were made, not misleading, or (iv) any act or failure to act or any alleged
act or failure to act by any Underwriter in connection with, or relating in any
manner to, the Units or the offering contemplated hereby, and which is included
as part of or referred to in any loss, claim, damage, liability or action
arising out of or based upon matters covered by clause (i), (ii) or (iii) above
(provided that the Partnership Parties shall not be liable under this clause
(iv) to the extent that it is determined in a final judgment by a court of
competent jurisdiction that such loss, claim, damage, liability or action
resulted directly from any such acts or failures to act undertaken or omitted to
be taken by such Underwriter through its gross negligence or willful
misconduct), and shall reimburse each Underwriter and each such officer,
director, employee or controlling person promptly upon demand for any legal or
other expenses reasonably incurred by that Underwriter, officer, director,
employee or controlling person in connection with investigating or defending or
preparing to defend against any such loss, claim, damage, liability or action as
such expenses are incurred; provided, however, that the Partnership Parties
shall not be liable in any such case to the extent that any such loss, claim,
damage, liability or action arises out of, or is based upon, any untrue
statement or alleged untrue statement in or omission or alleged omission from
any such documents in reliance upon and in conformity with written information
concerning such Underwriter furnished to the Partnership through Lehman Brothers
Inc. by or on behalf of any such Underwriter specifically for inclusion therein
which information consists solely of the information specified in Section 8(e)
hereof; provided, further, that the Partnership Parties shall not be liable to
any Underwriter under the indemnity agreement in this Section 8(a) to the extent
that (x) such loss, claim, damage, or liability of such Underwriter results from
an untrue statement of a material fact or an omission of a material fact
contained in any Preliminary Prospectus, which untrue statement or omission was
completely corrected in the Prospectus and (y) the Partnership had previously
furnished sufficient quantities (as requested by the Underwriters) of the
Prospectus to the Underwriters within a reasonable amount of time prior to such
sale or such confirmation and (z) such Underwriter failed to deliver the
Prospectus, if required by law to have so delivered it, and such delivery would
have cured the defect giving rise to such loss, claim, liability, expense or
damage. The foregoing indemnity agreement is in addition to any liability which
the Partnership may otherwise have to any Underwriter or to any officer,
director, employee or controlling person of that Underwriter.

      (b) Each Underwriter, severally and not jointly, shall indemnify and hold
harmless the Partnership Parties, their employees, the officers and directors of
the General Partner, and any person who controls the Partnership Parties within
the meaning of the Securities Act, from

                                       25


and against any loss, claim, damage or liability, joint or several, or any
action in respect thereof, to which the Partnership Parties or any such officer,
director or controlling person may become subject, under the Securities Act or
otherwise, insofar as such loss, claim, damage, liability or action arises out
of, or is based upon, (i) any untrue statement or alleged untrue statement of a
material fact contained in any Preliminary Prospectus, the Registration
Statement or the Prospectus or in any amendment or supplement thereto, (ii) the
omission or alleged omission to state in the Registration Statement, or in any
amendment or supplement thereto, any material fact required to be stated therein
or necessary to make the statements therein not misleading, or (iii) the
omission or alleged omission to state in any Preliminary Prospectus, the
Prospectus or in any amendment or supplement thereto any material fact necessary
to make the statements therein, in the light of the circumstances under which
they were made, not misleading, but in each case only to the extent that the
untrue statement or alleged untrue statement or omission or alleged omission was
made in reliance upon and in conformity with written information concerning such
Underwriter furnished to the Partnership through Lehman Brothers Inc. by or on
behalf of that Underwriter specifically for inclusion therein, and shall
reimburse the Partnership Parties and any such officer, director or controlling
person for any legal or other expenses reasonably incurred by the Partnership
Parties or any such director, officer or controlling person in connection with
investigating or defending or preparing to defend against any such loss, claim,
damage, liability or action as such expenses are incurred. The foregoing
indemnity agreement is in addition to any liability which any Underwriter may
otherwise have to the Partnership or any such, officer, director, employee or
controlling person.

      (c) Promptly after receipt by an indemnified party under this Section 8 of
notice of any claim or the commencement of any action, the indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party under this Section 8, notify the indemnifying party in writing of the
claim or the commencement of that action; provided, however, that the failure to
notify the indemnifying party shall not relieve it from any liability which it
may have under this Section 8 except to the extent it has been materially
prejudiced by such failure and, provided further, that the failure to notify the
indemnifying party shall not relieve it from any liability which it may have to
an indemnified party otherwise than under this Section 8. If any such claim or
action shall be brought against an indemnified party, and it shall notify the
indemnifying party thereof, the indemnifying party shall be entitled to
participate therein and, to the extent that it wishes, jointly with any other
similarly notified indemnifying party, to assume the defense thereof with
counsel reasonably satisfactory to the indemnified party. After notice from the
indemnifying party to the indemnified party of its election to assume the
defense of such claim or action, the indemnifying party shall not be liable to
the indemnified party under this Section 8 for any legal or other expenses
subsequently incurred by the indemnified party in connection with the defense
thereof other than reasonable costs of investigation; provided, however, that
Lehman Brothers Inc. shall have the right to employ counsel to represent jointly
itself and those other Underwriters and their respective officers, directors,
employees and controlling persons who may be subject to liability arising out of
any claim in respect of which indemnity may be sought by the Underwriters
against the Partnership Parties under this Section 8 if, in the reasonable
judgment of Lehman Brothers Inc., it is advisable for it and those Underwriters,
officers, employees and controlling persons to be jointly represented by
separate counsel, and in that event the fees and expenses of one such separate
counsel (plus one local counsel if necessary) shall be paid by the Partnership
Parties. No indemnifying party shall (i) without the prior written consent of
the indemnified parties (which consent shall not be unreasonably withheld),
settle or compromise or consent to the entry of any

                                       26


judgment with respect to any pending or threatened claim, action, suit or
proceeding in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified parties are actual or potential
parties to such claim or action) unless such settlement, compromise or consent
includes an unconditional release of each indemnified party from all liability
arising out of such claim, action, suit or proceeding, or (ii) be liable for any
settlement of any such action effected without its written consent (which
consent shall not be unreasonably withheld), but if settled with the consent of
the indemnifying party or if there be a final judgment of the plaintiff in any
such action, the indemnifying party agrees to indemnify and hold harmless any
indemnified party from and against any loss or liability by reason of such
settlement or judgment.

      (d) If the indemnification provided for in this Section 8 shall for any
reason be unavailable to or insufficient to hold harmless an indemnified party
under Section 8(a) or 8(b) in respect of any loss, claim, damage or liability,
or any action in respect thereof, referred to therein, then each indemnifying
party shall, in lieu of indemnifying such indemnified party, contribute to the
amount paid or payable by such indemnified party as a result of such loss,
claim, damage or liability, or action in respect thereof, (i) in such proportion
as shall be appropriate to reflect the relative benefits received by the
Partnership Parties, on the one hand, and the Underwriters on the other, from
the offering of the Units or (ii) if the allocation provided by clause (i) above
is not permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i) above but also
the relative fault of the Partnership Parties, on the one hand, and the
Underwriters on the other, with respect to the statements or omissions which
resulted in such loss, claim, damage or liability, or action in respect thereof,
as well as any other relevant equitable considerations. The relative benefits
received by the Partnership Parties, on the one hand, and the Underwriters on
the other, with respect to such offering shall be deemed to be in the same
proportion as the total net proceeds from the offering of the Units purchased
under this Agreement (before deducting expenses) received by the Partnership, on
the one hand, and the total underwriting discounts and commissions received by
the Underwriters with respect to the Units purchased under this Agreement, on
the other hand, bear to the total gross proceeds from the offering of the Units
under this Agreement, in each case as set forth in the table on the cover page
of the Prospectus. The relative fault shall be determined by reference to
whether the untrue or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact relates to information supplied by the
Partnership Parties or the Underwriters, the intent of the parties and their
relative knowledge, access to information and opportunity to correct or prevent
such statement or omission. The Partnership Parties and the Underwriters agree
that it would not be just and equitable if contributions pursuant to this
Section 8 were to be determined by pro rata allocation (even if the Underwriters
were treated as one entity for such purpose) or by any other method of
allocation which does not take into account the equitable considerations
referred to herein. The amount paid or payable by an indemnified party as a
result of the loss, claim, damage or liability, or action in respect thereof,
referred to above in this Section 8 shall be deemed to include, for purposes of
this Section 8(d), any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action
or claim. Notwithstanding the provisions of this Section 8(d), no Underwriter
shall be required to contribute any amount in excess of the amount by which the
total price at which the Units underwritten by it and distributed to the public
was offered to the public exceeds the amount of any damages which such
Underwriter has otherwise paid or become liable to pay by reason of any untrue
or alleged untrue statement or omission or alleged omission. No person guilty of

                                       27


fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Underwriters' obligations to
contribute as provided in this Section 8(d) are several in proportion to their
respective underwriting obligations and not joint.

      (e) The Underwriters severally confirm and the Partnership Parties
acknowledge that the statements with respect to the public offering of the Units
by the Underwriters set forth on the cover page of, and the concession and
reallowance figures and the paragraph relating to stabilization by the
Underwriters appearing under the caption "Underwriting" in the Prospectus, are
correct and constitute the only information concerning such Underwriters
furnished in writing to the Partnership by or on behalf of the Underwriters
specifically for inclusion in the Registration Statement and the Prospectus.

      Section 9. Defaulting Underwriters.

      If, on either Delivery Date, any Underwriter defaults in the performance
of its obligations under this Agreement, the remaining non-defaulting
Underwriters shall be obligated to purchase the Units which the defaulting
Underwriter agreed but failed to purchase on such Delivery Date in the
respective proportions which the number of the Firm Units set opposite the name
of each remaining non-defaulting Underwriter in Schedule 1 hereto bears to the
total number of Firm Units set opposite the names of all the remaining
non-defaulting Underwriters in Schedule 1 hereto; provided, however, that the
remaining non-defaulting Underwriters shall not be obligated to purchase any of
the Units on such Delivery Date if the total number of the Units which the
defaulting Underwriter or Underwriters agreed but failed to purchase on such
date exceeds 9.09% of the total number of Units to be purchased on such Delivery
Date, and any remaining non-defaulting Underwriter shall not be obligated to
purchase more than 110% of the number of Units which it agreed to purchase on
such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums
are exceeded, the remaining non-defaulting Underwriters, or those other
underwriters satisfactory to Lehman Brothers Inc. who so agree, shall have the
right, but shall not be obligated, to purchase, in such proportion as may be
agreed upon among them, all the Units to be purchased on such Delivery Date. If
the remaining Underwriters or other underwriters satisfactory to Lehman Brothers
Inc. do not elect to purchase the Units which the defaulting Underwriter or
Underwriters agreed but failed to purchase on such Delivery Date, this Agreement
(or, with respect to the Second Delivery Date, the obligation of the
Underwriters to purchase, and of the Partnership to sell, the Option Units)
shall terminate without liability on the part of any non-defaulting Underwriter
or the Partnership Parties, except that the Partnership Parties will continue to
be liable for the payment of expenses to the extent set forth in Sections 6 and
11. As used in this Agreement, the term "Underwriter" includes, for all purposes
of this Agreement unless the context requires otherwise, any party not listed in
Schedule 1 hereto who, pursuant to this Section 9, purchases Firm Units which a
defaulting Underwriter agreed but failed to purchase.

      Nothing contained herein shall relieve a defaulting Underwriter of any
liability it may have to the Partnership Parties for damages, including expenses
paid by the Partnership Parties pursuant to Sections 6 and 11, caused by its
default. If other underwriters are obligated or agree to purchase the Units of a
defaulting or withdrawing Underwriter, either Lehman Brothers Inc. or the
Partnership may postpone the Delivery Date for up to seven (7) full business
days in order to effect any changes that in the opinion of counsel for the
Partnership or counsel for the

                                       28


Underwriters may be necessary in the Registration Statement, the Prospectus or
in any other document or arrangement.

      Section 10. Termination.

      The obligations of the Underwriters hereunder may be terminated by Lehman
Brothers Inc. by notice given to and received by the Partnership prior to
delivery of and payment for the Firm Units if, prior to that time, any of the
events described in Sections 7(j), 7(k), or 7(l) shall have occurred or if the
Underwriters shall decline to purchase the Units for any reason permitted under
this Agreement.

      Section 11. Reimbursement of Underwriters' Expenses.

      If the Partnership shall fail to tender the Units for delivery to the
Underwriters by reason of any failure, refusal or inability on the part of
either of the Partnership Parties to perform any agreement on its part to be
performed, or because any other condition of the Underwriters' obligations
hereunder required to be fulfilled by either of the Partnership Parties is not
fulfilled, the Partnership Parties will reimburse the Underwriters for all
reasonable out-of-pocket expenses (including fees and disbursements of counsel)
incurred by the Underwriters in connection with this Agreement and the proposed
purchase of the Units, and upon demand the Partnership Parties shall pay the
full amount thereof to Lehman Brothers Inc. If this Agreement is terminated
pursuant to Section 7(l)(i), (iii), (iv) or (v) or pursuant to Section 9 by
reason of the default of one or more Underwriters, the Partnership Parties shall
not be obligated to reimburse any defaulting Underwriter on account of those
expenses.

      Section 12. Notices.

      All statements, requests, notices and agreements hereunder shall be in
writing, and:

      (a) if to the Underwriters, shall be delivered or sent by mail, telex or
facsimile transmission to Lehman Brothers Inc., Syndicate Registration
Department, 1285 Avenue of the Americas, 13th Floor, New York, New York 10019,
(Fax: 212-526-0943), with a copy, in the case of any notice pursuant to Section
8(c), to the Director of Litigation, Office of the General Counsel, Lehman
Brothers Inc., 399 Park Avenue, New York, New York 10022;

      (b) if to the Partnership Parties, shall be delivered or sent by mail,
telex or facsimile transmission to Sunoco Logistics Partners L.P., Ten Penn
Center, 1801 Market Street, Philadelphia, Pennsylvania 19103-1699, Attention:
Deborah M. Fretz, President (Fax: 215-977-3902);

provided, however, that any notice to an Underwriter pursuant to Section 8(c)
shall be delivered or sent by mail, telex or facsimile transmission to such
Underwriter at its address set forth in its acceptance telex to Lehman Brothers
Inc., which address will be supplied to any other party hereto by Lehman
Brothers Inc. upon request. Any such statements, requests, notices or agreements
shall take effect at the time of receipt thereof. The Partnership Parties shall
be entitled to act and rely upon any request, consent, notice or agreement given
or made on behalf of the Underwriters by Lehman Brothers Inc. and the
Underwriters shall be entitled to act and rely upon any request, consent, notice
or agreement given or made on behalf of the Partnership Parties.

                                       29


      Section 13. Persons Entitled to Benefit of Agreement.

      This Agreement shall inure to the benefit of and be binding upon the
Underwriters, the Partnership Parties and their respective successors. This
Agreement and the terms and provisions hereof are for the sole benefit of only
those persons, except that (A) the representations, warranties, indemnities and
agreements of the Partnership Parties contained in this Agreement shall also be
deemed to be for the benefit of the person or persons, if any, who control any
Underwriter within the meaning of Section 15 of the Securities Act and (B) the
indemnity agreement of the Underwriters contained in Section 8(b) of this
Agreement shall be deemed to be for the benefit of directors of the General
Partner, the officers of the General Partner who have signed the Registration
Statement and any person controlling the Partnership Parties within the meaning
of Section 15 of the Securities Act. Nothing in this Agreement is intended or
shall be construed to give any person, other than the persons referred to in
this Section 13, any legal or equitable right, remedy or claim under or in
respect of this Agreement or any provision contained herein.

      Section 14. Survival.

      The respective indemnities, representations, warranties and agreements of
the Partnership Parties and the Underwriters contained in this Agreement or made
by or on behalf on them, respectively, pursuant to this Agreement, shall survive
the delivery of and payment for the Units and shall remain in full force and
effect, regardless of any investigation made by or on behalf of any of them or
any person controlling any of them.

      Section 15. Definition of the Terms "Business Day" "Subsidiary" and
"Affiliate".

      For purposes of this Agreement, (a) "business day" means each Monday,
Tuesday, Wednesday, Thursday or Friday which is not a day on which banking
institutions in New York are generally authorized or obligated by law or
executive order to close and (b) "subsidiary" and "affiliate" have their
respective meanings set forth in Rule 405 of the Rules and Regulations.

      Section 16. Governing Law.

      THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.

      Section 17. Counterparts.

      This Agreement may be executed in one or more counterparts and, if
executed in more than one counterpart, the executed counterparts shall each be
deemed to be an original but all such counterparts shall together constitute one
and the same instrument.

      Section 18. Headings.

      The headings herein are inserted for convenience of reference only and are
not intended to be part of, or to affect the meaning or interpretation of, this
Agreement.

                           [Signature Pages to Follow]

                                       30


      If the foregoing correctly sets forth the agreement among the Partnership
Parties and the Underwriters, please indicate your acceptance in the space
provided for that purpose below.

                                   Very truly yours,

                                   "General Partner"

                                   SUNOCO PARTNERS LLC

                                   By: /s/ Bruce D. Davis, Jr.
                                       ---------------------------------------
                                       Bruce D. Davis, Jr.
                                       Vice President

                                   "Partnership"

                                   SUNOCO LOGISTICS PARTNERS L.P.

                                   By: Sunoco Partners LLC, its general partner

                                       By: /s/ Bruce D. Davis, Jr.
                                           ------------------------------------
                                           Bruce D. Davis, Jr.
                                           Vice President

      Sunoco Logistics Partners L.P. Underwriting Agreement Signature Page



Accepted:

LEHMAN BROTHERS INC.
CITIGROUP GLOBAL MARKETS INC.
GOLDMAN, SACHS & CO.
KEYBANC CAPITAL MARKETS, A DIVISION OF MCDONALD INVESTMENTS INC.
RBC CAPITAL MARKETS CORPORATION
STIFEL, NICOLAUS & COMPANY, INCORPORATED

By: LEHMAN BROTHERS INC., on behalf of
    itself and each of the other Underwriters
    named above

By: /s/ Arlene Salmonson
    --------------------
    Arlene Salmonson
    Vice President

      Sunoco Logistics Partners L.P. Underwriting Agreement Signature Page



                                   SCHEDULE 1



                                                                 Number of
Underwriters                                                     Firm Units
- ------------                                                     ----------
                                                              
Lehman Brothers Inc....................................           1,000,000
Citigroup Global Markets Inc...........................             600,000
Goldman, Sachs & Co....................................             450,000
KeyBanc Capital Markets, a Division of McDonald
   Investments Inc.....................................             150,000
RBC Capital Markets Corporation........................             150,000
Stifel, Nicolaus & Company, Incorporated...............             150,000
                                                                  =========

Total..................................................           2,500,000
                                                                  =========


                                  Schedule 1-1



                                     ANNEX 1

General Partner Executive Officers and Directors:

Cynthia A. Archer
L. Wilson Berry, Jr.
Paul S. Broker
Stephen L. Cropper
Bruce D. Davis, Jr.
Michael H.R. Dingus
John G. Drosdick
Gary W. Edwards
Bruce G. Fischer
Deborah M. Fretz
Thomas W. Hofman
David A. Justin
Christopher W. Keene
Sean P. McGrath
Paul A. Mulholland
Colin A. Oerton

                                   Annex 1-1


                                     ANNEX 2

                  JURISDICTIONS OF FORMATION AND QUALIFICATION



                                          JURISDICTION OF
             NAME OF ENTITY                 FORMATION         JURISDICTIONS OF REGISTRATION OR QUALIFICATION
- --------------------------------------   ------------------   ----------------------------------------------
                                                        
Sunoco Partners LLC (the "General        Pennsylvania         Indiana
Partner")                                                     Kansas
                                                              Kentucky
                                                              Louisiana
                                                              Maryland
                                                              Michigan
                                                              Mississippi
                                                              New Jersey
                                                              New Mexico
                                                              New York
                                                              Ohio
                                                              Oklahoma
                                                              Tennessee
                                                              Texas
                                                              Virginia

Sunoco Logistics Partners L.P. (the      Delaware             Pennsylvania
"Partnership")

Sunoco Logistics Partners GP LLC         Delaware             Pennsylvania
(the "OLP GP")

Sunoco Logistics Partners Operations     Delaware             New York
L.P. (the "Operating Partnership")                            Pennsylvania


                                   Annex 2-1





                                          JURISDICTION OF
             NAME OF ENTITY                 FORMATION         JURISDICTIONS OF REGISTRATION OR QUALIFICATION
- --------------------------------------   ------------------   ----------------------------------------------
                                                        
Sunoco Logistics Partners Operations     Delaware             Arkansas
GP LLC (the "Operating GP LLC")                               Indiana
                                                              Kansas
                                                              Louisiana
                                                              Maryland
                                                              Michigan
                                                              Mississippi
                                                              New Jersey
                                                              New Mexico
                                                              New York
                                                              Ohio
                                                              Oklahoma
                                                              Pennsylvania
                                                              Texas
                                                              Virginia
                                                              Ontario, Canada

Sunoco Partners Marketing &              Texas                Arkansas
Terminals L.P. ("Sunoco M&T LP")                              Indiana
                                                              Kansas
                                                              Louisiana
                                                              Maryland
                                                              Michigan
                                                              Mississippi
                                                              New Jersey
                                                              New Mexico
                                                              New York
                                                              Ohio
                                                              Oklahoma
                                                              Pennsylvania
                                                              Virginia

Sunoco Pipeline L.P.                     Texas                Michigan
("Sunoco Pipeline LP")                                        New Jersey
                                                              New York
                                                              Ohio
                                                              Oklahoma
                                                              Pennsylvania
                                                              Ontario, Canada

PUT, LLC ("PUT LLC")                     Delaware             None


                                   Annex 2-2





                                          JURISDICTION OF
             NAME OF ENTITY                 FORMATION         JURISDICTIONS OF REGISTRATION OR QUALIFICATION
- --------------------------------------   ------------------   ----------------------------------------------
                                                        
Sunoco West Texas Gulf Pipe Line LLC     Delaware             None
("Gulf Pipe Line")


                                   Annex 2-3



                                    EXHIBIT A

                            LOCK-UP LETTER AGREEMENT

LEHMAN BROTHERS INC.
   as Representative of the several
   Underwriters named in Schedule 1,
c/o Lehman Brothers Inc.
745 Seventh Avenue
New York, New York 10019

Dear Sirs:

      The undersigned understands that you and certain other firms
(collectively, the "Underwriters") propose to enter into an Underwriting
Agreement (the "Underwriting Agreement") with Sunoco Partners LLC, Sunoco
Logistics Partners L.P. (the "Partnership") and the other parties named therein
(collectively, the "Partnership Parties"), providing for the purchase by the
Underwriters of common units representing limited partner interests (the "Common
Units") of the Partnership, and that the Underwriters propose to reoffer Common
Units to the public (the "Offering"). Capitalized terms used but not defined
herein have the meanings given them in the Underwriting Agreement.

      In consideration of the execution of the Underwriting Agreement by the
Underwriters, and for other good and valuable consideration, the undersigned
hereby irrevocably agrees that, without the prior written consent of Lehman
Brothers Inc., on behalf of the Underwriters, the undersigned will not, directly
or indirectly, (1) offer for sale, sell, pledge, or otherwise transfer or
dispose of (or enter into any transaction or device that is designed to, or
could be expected to, result in the disposition by any person at any time in the
future of) any Common Units (including, without limitation, Common Units that
may be deemed to be beneficially owned by the undersigned in accordance with the
rules and regulations of the Securities and Exchange Commission and Common Units
that may be issued upon exercise of any option or warrant) or securities
convertible into or exchangeable for Common Units owned by the undersigned on
the date of the execution of this Agreement or on the date of the completion of
the Offering, or (2) enter into any swap or other derivatives transaction that
transfers to another, in whole or in part, any of the economic benefits or risks
of ownership of such Common Units or securities convertible into or exchangeable
for Common Units, whether any such transaction described in clause (1) or (2)
above is to be settled by delivery of Common Units or other securities, in cash
or otherwise, for the period of seventy-five (75) days from the date of the
final Prospectus relating to the Offering. The foregoing sentence shall not
apply to bona fide gifts, sales or other dispositions of Common Units, in each
case that are made exclusively between and among the undersigned or members of
the undersigned's family, or affiliates of the undersigned, including its
partners (if a partnership) or members (if a limited liability company);
provided that it shall be a condition to any such transfer that (i) the
transferee agrees to be bound by the terms of this Lock-up Letter Agreement to
the same extent as if the transferee were a party hereto, and (ii) no filing by
any party (donor, donee, transferor or transferee) under the Securities Exchange
Act of 1934, as amended, shall be required or shall be voluntarily made in
connection with such transfer

                                   Exhibit A-1


or distribution (other than a filing on a Form 5 made after the expiration of
the 75-day period referred to above).

      In furtherance of the foregoing, the Partnership and its transfer agent
are hereby authorized to decline to make any transfer of securities if such
transfer would constitute a violation or breach of this Lock-Up Letter
Agreement.

      It is understood that, if the Partnership notifies the Underwriters that
it does not intend to proceed with the Offering, if the Underwriting Agreement
does not become effective, or if the Underwriting Agreement (other than the
provisions thereof which survive termination) shall terminate or be terminated
prior to payment for and delivery of the Units, the undersigned will be released
from the undersigned's obligations under this Lock-Up Letter Agreement.

      The undersigned understands that the Partnership and the Underwriters will
proceed with the Offering in reliance on this Lock-Up Letter Agreement.

Whether or not the Offering actually occurs depends on a number of factors,
including market conditions. Any Offering will only be made pursuant to the
Underwriting Agreement, the terms of which are subject to negotiation between
the Partnership Parties and the Underwriters.

                           [Signature Page to Follow]

                                   Exhibit A-2


      The undersigned hereby represents and warrants that the undersigned has
full power and authority to enter into this Lock-Up Letter Agreement and that,
upon request, the undersigned will execute any additional documents necessary in
connection with the enforcement hereof. Any obligations of the undersigned shall
be binding upon the heirs, personal representatives, successors and assigns of
the undersigned.

                                             Very truly yours,

                                             By:_______________________________
                                             Name:_____________________________
                                             Title:____________________________

Dated: May ___, 2005

                                   Exhibit A-3


                                    EXHIBIT B

                        FORM OF ISSUER'S COUNSEL OPINION

      For purposes of this opinion of counsel only, the term "Partnership
Entity" and "Partnership Group" do not include PUT LLC and Gulf Pipe Line.

      (a) Each of the Partnership and the Operating Partnership has been duly
formed and is validly existing in good standing as a limited partnership under
the Delaware LP Act with all necessary limited partnership power and authority
to own or lease its properties and to conduct its business as described in the
Prospectus, in each case in all material respects. Each of the Partnership and
the Operating Partnership has been duly registered or qualified as a foreign
limited partnership for the transaction of business under the laws of each
jurisdiction set forth in Annex I to this Opinion.

      (b) Each of Sunoco Pipeline LP and Sunoco M&T LP has been duly formed and
is validly existing in good standing as a limited partnership under the Texas LP
Act with all necessary limited partnership power and authority to own or lease
its properties and to conduct its business as described in the Prospectus, in
each case in all material respects. Each of Sunoco Pipeline LP and Sunoco M&T LP
has been duly registered or qualified as a foreign limited partnership for the
transaction of business under the laws of each jurisdiction set forth in Annex I
to this Opinion.

      (c) Each of OLP GP and the Operating GP LLC has been duly formed and is
validly existing in good standing as a limited liability company under the
Delaware LLC Act with all necessary limited liability company power and
authority to own or lease its properties and to conduct its business as
described in the Prospectus, in each case in all material respects. OLP GP has
all necessary limited liability company power and authority to act as general
partner of the Operating Partnership. Operating GP LLC has all necessary limited
liability company power and authority to act as general partner of Sunoco
Pipeline LP and Sunoco M&T LP. Each of OLP GP and Operating GP LLC has been duly
registered or qualified as a foreign limited liability company for the
transaction of business under the laws of each jurisdiction set forth in Annex I
to this Opinion.

      (d) The General Partner is the sole general partner of the Partnership
with a 2.0% general partner interest in the Partnership; such general partner
interest has been duly authorized and validly issued in accordance with the
Partnership Agreement; and the General Partner owns such general partner
interest free and clear of all liens, encumbrances, security interests, charges
or claims (i) in respect of which a financing statement under the Uniform
Commercial Code of the State of Pennsylvania naming the General Partner as
debtor is on file in the office of the Secretary of State of the State of
Pennsylvania or (ii) otherwise known to such counsel, without independent
investigation, other than those created by or arising under the Delaware LP Act.

      (e) The General Partner owns 6,301,005 Common Units (prior to the
Redemption) and 8,537,729 Subordinated Units and all of the Incentive
Distribution Rights; all of such Sponsor Units and the limited partner interests
represented thereby and the Incentive Distribution Rights have been duly
authorized and validly issued in accordance with the Partnership

                                   Exhibit B-1


Agreement, and are fully paid (to the extent required under the Partnership
Agreement) and nonassessable (except as such nonassessability may be affected by
Sections 17-303 and 17-607 of the Delaware LP Act and except as described in the
Prospectus); and the General Partner owns the Sponsor Units and the Incentive
Distribution Rights free and clear of all liens, encumbrances, (except, with
respect to the Incentive Distribution Rights, restrictions on transferability as
set forth in the Partnership Agreement), security interests, charges or claims
(i) in respect of which a financing statement under the Uniform Commercial Code
of the State of Delaware naming the General Partner as debtor is on file in the
office of the Secretary of State of the State of Delaware or (ii) otherwise
known to such counsel, without independent investigation, other than those
created by or arising under the Delaware LP Act.

      (f) The 2,500,000 Firm Units and the 375,000 Option Units to be issued and
sold to the Underwriters by the Partnership pursuant to the Underwriting
Agreement and the limited partner interests represented thereby have been duly
authorized and, when issued and delivered to the Underwriters against payment
therefor in accordance with the terms of the Underwriting Agreement, will be
validly issued, fully paid (to the extent required under the Partnership
Agreement) and nonassessable (except as such nonassessability may be affected by
Section 17-607 of the Delaware LP Act and except as described in the
Prospectus).

      (g) The Partnership is the sole member of OLP GP with a 100% member
interest in OLP GP; such member interest has been duly authorized and validly
issued in accordance with the OLP GP LLC Agreement and is fully paid (to the
extent required under the OLP GP LLC Agreement) and nonassessable (except as
such nonassessability may be affected by Section 18-607 of the Delaware LLC
Act); and the Partnership owns such member interest free and clear of all liens,
encumbrances, security interests, charges or claims (i) in respect of which a
financing statement under the Uniform Commercial Code of the State of Delaware
naming the Partnership as a debtor is on file in the office of the Secretary of
State of the State of Delaware or (ii) otherwise known to such counsel, without
independent investigation, other than those created by or arising under the
Delaware LLC Act.

      (h) OLP GP is the sole general partner of the Operating Partnership with a
0.01% general partner interest in the Operating Partnership; such general
partner interest has been duly authorized and validly issued in accordance with
the Operating Partnership Agreement, and OLP GP owns such general partner
interest free and clear of all liens, encumbrances (except restrictions on
transferability as set forth in the Operating Partnership's partnership
agreement), security interests, charges or claims (i) in respect of which a
financing statement under the Uniform Commercial Code of the State of Delaware
naming GP LLC as a debtor is on file in the office of the Secretary of State of
the State of Delaware or (ii) otherwise known to such counsel, without
independent investigation, other than those created by or arising under the
Delaware LP Act.

      (i) The Partnership is the sole limited partner of the Operating
Partnership with a 99.99% limited partner interest in the Operating Partnership;
such limited partner interest has been duly authorized and validly issued in
accordance with the Operating Partnership Agreement and is fully paid (to the
extent required under the Operating Partnership Agreement) and nonassessable
(except as such nonassessability may be affected by Sections 17-303 and 17-607
of the Delaware LP Act); and the Partnership owns such limited partner interest
free and clear of

                                   Exhibit B-2


all liens, encumbrances, security interests, charges or claims (i) in respect of
which a financing statement under the Uniform Commercial Code of the State of
Delaware naming the Partnership as a debtor is on file in the office of the
Secretary of State of the State of Delaware or (ii) otherwise known to such
counsel, without independent investigation, other than those created by or
arising under the Delaware LP Act.

      (j) The Operating Partnership is the sole member of Operating GP LLC with
a 100% member interest in Operating GP LLC; such member interest has been duly
authorized and validly issued in accordance with the Operating GP LLC Agreement
and is fully paid (to the extent required under the Operating GP LLC Agreement)
and nonassessable (except as such nonassessability may be affected by Section
18-607 of the Delaware LLC Act); and the Operating Partnership owns such member
interest free and clear of all liens, encumbrances, security interests, charges
or claims (i) in respect of which a financing statement under the Uniform
Commercial Code of the State of Delaware naming the Operating Partnership as a
debtor is on file in the office of the Secretary of State of the State of
Delaware or (ii) otherwise known to such counsel, without independent
investigation, other than those created by or arising under the Delaware LLC
Act.

      (k) Operating GP LLC is the sole general partner of each of Sunoco
Pipeline LP and Sunoco M&T LP with a 0.01% general partner interest in each;
each such general partner interest has been duly authorized and validly issued
in accordance with the applicable LP Subsidiary Partnership Agreement; and
Operating GP LLC owns such general partner interests free and clear of all
liens, encumbrances (except restrictions on transferability set forth in the
applicable LP Subsidiary Partnership Agreement), security interests, charges or
claims (i) in respect of which a financing statement under the Uniform
Commercial Code of the State of Delaware naming Operating GP LLC as a debtor is
on file in the office of the Secretary of State of the State of Delaware or (ii)
otherwise known to such counsel, without independent investigation, other than
those created by or arising under the Delaware LP Act.

      (l) The Operating Partnership is the sole limited partner of each of
Sunoco Pipeline LP and Sunoco M&T LP with a 99.99% limited partner interest in
each; each such limited partner interest has been duly authorized and validly
issued in accordance with the applicable LP Subsidiary Partnership Agreement and
is fully paid (to the extent required under such LP Subsidiary Partnership
Agreement) and nonassessable (except as such nonassessability may be affected by
Sections 17-303 and 17-607 of the Delaware LP Act); and the Operating
Partnership owns such limited partner interests free and clear of all liens,
encumbrances (except restrictions on transferability set forth in the applicable
LP Subsidiary Partnership Agreement), security interests, charges or claims (i)
in respect of which a financing statement under the Uniform Commercial Code of
the State of Delaware naming the Operating Partnership as a debtor is on file in
the office of the Secretary of State of the State of Delaware or (ii) otherwise
known to such counsel, without independent investigation, other than those
created by or arising under the Delaware LP Act.

      (m) Except as described in the Prospectus, there are no preemptive rights
or other rights to subscribe for or to purchase, nor any restriction upon the
voting or transfer of, any partnership or member interests in any of the
entities constituting the Partnership Group (each a "Partnership Group Member"),
in each case pursuant to the applicable limited liability company

                                   Exhibit B-3


agreement or partnership agreement for each such Partnership Group Member or, to
the knowledge of such counsel, any agreement or other instrument listed as an
exhibit to the Registration Statement to which any such Partnership Group Member
is a party or by which any of them may be bound. To such counsel's knowledge and
except as described in the Partnership Agreement, neither the filing of the
Registration Statement nor the offering or sale of the Units as contemplated by
the Underwriting Agreement gives rise to any rights for or relating to the
registration of any Units or other securities of the Partnership or any of its
subsidiaries, other than as (i) described in the Prospectus and the Partnership
Agreement or (ii) have been waived. To such counsel's knowledge, except as
described in the Prospectus, there are no outstanding options or warrants to
purchase partnership or member interests in any of the Partnership Group.

      (n) The Partnership has all necessary limited partnership power and
authority to issue, sell and deliver the Units, in accordance with and upon the
terms and conditions set forth in the Underwriting Agreement, the Partnership
Agreement, the Registration Statement and Prospectus.

      (o) The Underwriting Agreement has been duly authorized and validly
executed and delivered by the Partnership.

      (p) (i) The Redemption Agreement has been duly authorized and validly
executed and delivered by the Partnership and constitutes a valid and legally
binding obligation of the Partnership, (ii) the Acquisition Agreement has been
duly authorized and validly executed and delivered by Sunoco Pipeline LP and
(iii) each of the Operative Agreements (as defined below) of the Partnership
Group Members constitutes a valid and legally binding obligation of each
Partnership Group Member party thereto, in the case of clauses (i) and (iii)
enforceable against each such party in accordance with its respective terms,
subject to (A) applicable bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws relating to or affecting creditors'
rights generally and by general principles of equity (regardless of whether such
enforceability is considered in a proceeding at law or in equity), and (B)
public policy, applicable law relating to fiduciary duties and indemnification
and contribution and an implied covenant of good faith and fair dealing. The
Partnership Agreement, the OLP GP LLC Agreement and the Operating Partnership
Agreement are herein referred to as the "Operative Agreements."

      (q) None of the offering, issuance and sale by the Partnership of the
Units, the execution, delivery and performance of the Underwriting Agreement by
the Partnership, the execution, delivery and performance of the Redemption
Agreement by the Partnership, or the consummation of the transactions
contemplated thereby (i) constitutes or will constitute a violation of the
agreement of limited partnership, limited liability company agreement,
certificate or articles of incorporation, bylaws or any other governing document
of any Partnership Group Member, (ii) constitutes or will constitute a breach or
violation of, or a default (or an event that, with notice or lapse of time or
both, would constitute such a default) under, any agreement filed as an exhibit
to the Registration Statement, the Partnership's Annual Report on Form 10-K for
the fiscal year ended December 31, 2004 or the Partnership's Quarterly Report on
Form 10-Q for the fiscal quarter ended March 31, 2005, (iii) violates or will
violate the Delaware LP Act, the Delaware LLC Act, the DGCL, Texas law or
federal law, or (iv) results or will result in the creation or imposition of any
lien, charge or encumbrance upon any property or assets of any Partnership Group
Member, which conflicts, breaches, violations, defaults or liens, in the case of

                                   Exhibit B-4


clauses (ii), (iii) or (iv), would, individually or in the aggregate, have a
material adverse effect on the consolidated financial condition, business,
assets or results of operations of the Partnership Group taken as a whole.

      (r) No permit, consent, approval, authorization, order, registration,
filing or qualification ("consent") under the Delaware LP Act, the Delaware LLC
Act, the DGCL, Texas law or federal law is required for the offering, issuance
and sale by the Partnership of the Units, the execution, delivery and
performance of the Underwriting Agreement by the Partnership Group Members party
thereto, the execution, delivery and performance of the Redemption Agreement by
the Partnership, or the consummation by the Partnership Group Members of the
transactions contemplated thereby, except (i) for such consents required under
the Securities Act and the Exchange Act or under state securities or "Blue Sky"
laws, as to which such counsel need not express any opinion, (ii) for such
consents which have been obtained or made, (iii) for such consents which, if not
obtained or made, would not, individually or in the aggregate, have a material
adverse effect on the consolidated financial condition, business, assets or
results of operations of the Partnership Group taken as a whole, or (iv) as
disclosed in the Prospectus.

      (s) The statements in the Registration Statement and Prospectus under the
captions "Cash Distribution," "Conflicts of Interest and Fiduciary
Responsibilities" and "Description of the Common Units," fairly describe in all
material respects the portions of the documents addressed thereby and, insofar
as they purport to constitute summaries of law or legal conclusions, are
accurate in all material respects; and the Common Units conform in all material
respects to the descriptions thereof contained in the Registration Statement and
Prospectus under the captions "Prospectus Summary--The Offering," "Cash
Distributions" and "Description of the Common Units."

      (t) The opinion of Vinson & Elkins L.L.P. that is filed as Exhibit 8.1 to
the Registration Statement is confirmed and the Underwriters may rely upon such
opinion as if it were addressed to them.

      (u) The Registration Statement was declared effective under the Securities
Act on March 14, 2003; to the knowledge of such counsel, no stop order
suspending the effectiveness of the Registration Statement has been issued and
no proceedings for that purpose have been instituted or threatened by the
Commission; and any required filing of the Prospectus pursuant to Rule 424(b)
has been made in the manner and within the time period required by such Rule.

      (v) The Registration Statement and the Prospectus (except for the
financial statements and the notes and the schedules thereto and the other
financial, accounting and statistical data included in the Registration
Statement or the Prospectus, as to which such counsel need not express any
opinion) comply as to form in all material respects with the requirements of the
Securities Act and the rules and regulations promulgated thereunder.

      (w) To the knowledge of such counsel, (i) there are no legal or
governmental proceedings pending or threatened to which any of the Partnership
Entities is a party or to which any of their respective properties is subject
that are required to be disclosed in the Prospectus and are not so disclosed as
required and (ii) there are no agreements, contracts, indentures, leases or
other instruments that are required to be described in the Registration
Statement or the

                                   Exhibit B-5


Prospectus or to be filed as exhibits to the Registration Statement that are not
described or filed as required by the Securities Act.

      (x) None of the Partnership Entities is an "investment company" as such
term is defined in the Investment Company Act of 1940, as amended, or a "public
utility holding company" or "holding company" within the meaning of the Public
Utility Holding Company Act of 1935, as amended.

      (y) None of the execution, delivery or performance of the Acquisition
Agreement by Sunoco Pipeline LP or the consummation of the transactions
contemplated therein, will conflict with, result in a breach or violation of,
event of default under (or constitute any event which with notice, lapse of time
or both would result in any breach of or constitute a default under), or result
in the imposition of any lien, charge or encumbrance upon any property or assets
of any Partnership Group Member pursuant to (i) the formation, organizational or
governing documents of any Partnership Group Member, or (ii) the terms of the
Credit Agreement dated November 22, 2004 or the Indenture dated as of February
7, 2002 (in each case excluding any financial tests), which breach, violation,
event of default, lien, charge or encumbrance would, individually or in the
aggregate, have a material adverse effect on the consolidated financial
condition, business, assets or results of operations of the Partnership Group
taken as a whole.

      (z) Sunoco Pipeline LP has all requisite power and authority to enter into
the Acquisition Agreement and to consummate the transactions contemplated under
such agreement.

      In addition, such counsel shall state that they have participated in
conferences with officers and other representatives of the General Partner and
the Partnership and the independent registered public accounting firm of the
Partnership and your representatives, at which the contents of the Registration
Statement and the Prospectus and related matters were discussed, and although
such counsel has not independently verified, is not passing on, and is not
assuming any responsibility for the accuracy, completeness or fairness of the
statements contained in, the Registration Statement and the Prospectus (except
to the extent specified in paragraphs (s) and (t)), based on the foregoing, no
facts have come to such counsel's attention that lead such counsel to believe
that the Registration Statement (other than (i) the financial statements
included therein, including the notes and schedules thereto and the auditors'
reports thereon and (ii) the other financial, accounting and statistical data
included therein, as to which such counsel need not comment), as of its
effective date, contained an untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading, or that the Prospectus (other than (i) the
financial statements included therein, including the notes and schedules thereto
and the auditors' reports thereon and (ii) the other financial, accounting and
statistical data included therein, as to which such counsel need not comment),
as of its issue date and as of each Delivery Date, contained or contains an
untrue statement of a material fact or omitted or omits to state a material fact
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading.

      Such counsel's opinion may be limited to matters governed by the Federal
laws of the United States of America, the Delaware LP Act, the Delaware LLC Act,
the DGCL and the laws of the State of Texas. Such counsel need not express any
opinion with respect to state or local

                                   Exhibit B-6


taxes or tax statutes to which any of the limited partners of the Partnership or
any of the Partnership Group Members may be subject.

                                   Exhibit B-7


                                    EXHIBIT C

                   FORM OF OPINION PENNSYLVANIA LOCAL COUNSEL

      (a) The General Partner has been duly formed and is validly subsisting in
good standing as a limited liability company under the Pennsylvania LLC Act with
all necessary limited liability company power and authority to own or lease its
properties to be owned or leased at each Delivery Date and to conduct its
business to be conducted at each Delivery Date, in each case in all material
respects as described in the Prospectus and Registration Statement. The General
Partner has all necessary limited liability company power and authority to act
as general partner of the Partnership as described in the GP LLC Agreement and
pursuant to the Pennsylvania LLC Act.

      (b) Sun Pipe Line, Sunoco R&M and Atlantic R&M are the only members of the
General Partner, having a 67% member interest, 13% member interest and 20%
member interest, respectively, in the General Partner. Such member interests
have been duly authorized and validly issued in accordance with the GP LLC
Agreement and are fully paid (to the extent required under the GP LLC Agreement)
and nonassessable. Each of Sun Pipe Line, Sunoco R&M and Atlantic R&M owns their
respective member interest free and clear of all (i) security interests
perfected under Article 9 of the Uniform Commercial Code of the Commonwealth of
Pennsylvania (the "PA UCC") in respect of which a financing statement under the
PA UCC naming any of Sun Pipe Line, Sunoco R&M and Atlantic R&M as a debtor is
on file in the office of the Secretary of State of the Commonwealth of
Pennsylvania and (ii) liens, encumbrances, charges or claims known to such
counsel, without independent investigation.

      (c) The Underwriting Agreement has been duly authorized and validly
executed and delivered by the General Partner and constitutes the valid and
legally binding obligation of the General Partner.

      (d) The Redemption Agreement has been duly authorized and validly executed
and delivered by the General Partner and constitutes a valid and legally binding
obligation of the General Partner.

      (e) None of the offering, issuance and sale by the Partnership of the
Units, the execution, delivery and performance of the Underwriting Agreement or
the Redemption Agreement by the General Partner, or the consummation of the
transactions contemplated thereby, (i) to our knowledge, constitutes or will
constitute a violation of the GP LLC Agreement, (ii) violates or will violate
any present statute, rule or regulation promulgated by the United States or the
Commonwealth of Pennsylvania which in our experience is normally applicable both
to limited liability companies which are not engaged in regulated business
activities and to transactions of the type contemplated by the Underwriting
Agreement or the Redemption Agreement, or (iii) violates or will violate any
order, judgment, decree or injunction known to such counsel, of any court or
governmental agency or body directed to the General Partner or any of its
properties in a proceeding to which it or its property is subject, which
violation(s), in the case of clause (ii) or (iii), would, individually or in the
aggregate, reasonably be expected to have a material adverse effect on the
condition (financial or other), business or results of operations of the General
Partner, taken as a whole.

                                   Exhibit C-1


      (f) No permit, consent, approval, authorization, order, registration,
filing or qualification ("consent") of or with any court, governmental agency or
body of the Commonwealth of Pennsylvania having jurisdiction over the General
Partner or any of their respective properties is required for the issuance and
sale of the Units by the Partnership as contemplated under the Underwriting
Agreement, the execution, delivery and performance of the Underwriting Agreement
and the Redemption Agreement by the General Partner or the consummation of the
transactions contemplated thereby, except for such consents (i) required under
the Securities Act, the Exchange Act and state securities or "Blue Sky" laws, as
to which we express no opinion, (ii) which have been obtained or made, (iii)
which (A) are of a routine or administrative nature, (B) are not, in our
experience, obtained or made prior to the consummation of transactions such as
those contemplated by the Underwriting Agreement or the Redemption Agreement and
(C) are expected in the reasonable judgment of the General Partner to be
obtained or made in the ordinary course of business subsequent to the
consummation of the transactions contemplated under the Underwriting Agreement
and the Redemption Agreement, (iv) which, if not obtained or made, would not,
individually or in the aggregate, have a material adverse effect upon the
operations conducted or to be conducted in the Commonwealth of Pennsylvania by
the General Partner, or (v) as disclosed in the Prospectus or Registration
Statement.

      In rendering such opinion, among other customary exceptions,
qualifications and limitations, such counsel may (A) rely in respect of matters
of fact upon the representations of the Partnership Parties set forth in this
Agreement and in certificates of officers and employees of the Partnership
Parties and upon information obtained from public officials, (B) assume that all
documents submitted to such counsel as originals are authentic, that all copies
submitted to such counsel conform to the originals thereof, and that the
signatures on all documents examined by her are genuine, (C) state that such
opinions are limited to federal laws, the laws of the Commonwealth of
Pennsylvania (D) state that such counsel expresses no opinion with respect to
the title of the General Partner to the real or personal property nor with
respect to the accuracy or descriptions of real or personal property, and (E)
state that such counsel expresses no opinion with respect to state or local
taxes or tax statutes to which any of the limited partners of the Partnership
may be subject.

                                   Exhibit C-2


                                    EXHIBIT D

                    FORM OF OPINION OF SUNOCO GENERAL COUNSEL

      Such counsel shall state that he has participated in conferences with
officers and other representatives of the Partnership Entities and the
independent registered public accounting firm and your representatives, at which
the contents of the Registration Statement and the Prospectus and related
matters were discussed, and although such counsel has not independently
verified, is not passing on, and is not assuming any responsibility for the
accuracy, completeness or fairness of the statements contained in, the
Registration Statement and the Prospectus, based on the foregoing, no facts have
come to such counsel's attention that lead such counsel to believe that the
Registration Statement (other than (i) the financial statements included
therein, including the notes and schedules thereto and the auditors' reports
thereon and (ii) the other financial, accounting and statistical data included
therein, as to which such counsel need not comment), as of its effective date,
contained an untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading, or that the Prospectus (other than (i) the financial statements
included therein, including the notes and schedules thereto and the auditors'
reports thereon and (ii) the other financial, accounting and statistical data
included therein, as to which such counsel need not comment), as of its issue
date and as of each Delivery Date, contained or contains an untrue statement of
a material fact or omitted or omits to state a material fact necessary to make
the statements therein, in the light of the circumstances under which they were
made, not misleading.

                                   Exhibit D-1

[VINSON & ELKINS LETTERHEAD]


May 17, 2005


Sunoco Logistics Partners L.P.
Ten Penn Center
1801 Market Street
Philadelphia, Pennsylvania 19103-1699

Ladies and Gentlemen:

We have acted as counsel to Sunoco Logistics Partners L.P., a Delaware limited
partnership (the "Partnership"), in connection with the offering by the
Partnership of up to 2,875,000 common units (including an option to purchase up
to 375,000 common units) representing limited partner interests in the
Partnership (the "Units"). We refer to the registration statement on Form S-3
(Registration No. 333-103710) (the "Registration Statement"), filed with the
Securities and Exchange Commission (the "Commission") by the Partnership on
March 10, 2003. A prospectus supplement dated May 17, 2005 (the "Prospectus"),
which together with the prospectus filed with the Registration Statement shall
constitute part of the Prospectus, has been filed pursuant to Rule 424(b)
promulgated under the Securities Act.

As the basis for the opinion hereinafter expressed, we examined such statutes,
including the Delaware Revised Uniform Limited Partnership Act, corporate
records and documents, certificates of public officials, and other instruments
and documents as we deemed necessary or advisable for the purposes of this
opinion. In such examinations, we assumed the authenticity of all documents
submitted to us as originals and the conformity with the original documents of
all documents submitted to us as copies. As to various questions of fact
material to this opinion, we have relied upon statements and certificates of
officers of Sunoco Partners LLC, a Pennsylvania limited liability company and
general partner of the Partnership. Without limiting the foregoing, we have
examined the Underwriting Agreement, dated May 17, 2005, by and among the
Partnership, Sunoco Partners LLC and Lehman Brothers Inc., as representative of
the several underwriters named therein (the "Underwriting Agreement").

In connection with this opinion, we have assumed that all Units will be issued
and sold in the manner stated in the Prospectus and the Underwriting Agreement.

Based on the foregoing, we are of the opinion that the Units, when issued and
delivered to and paid for by the Underwriters in accordance with the terms of
the Underwriting

[VINSON & ELKINS LETTERHEAD]                      Sunoco Logistics Partners L.P.
                                                           May 17, 2005   Page 2


Agreement, will be validly issued, fully paid and nonassessable except as
described in the Prospectus.

The opinions expressed herein are limited exclusively to the federal laws of the
United States of America and the Revised Uniform Limited Partnership Act of the
State of Delaware and the Constitution of the State of Delaware, each as
interpreted by the courts of the State of Delaware, and we are expressing no
opinion as to the effect of the laws of any other jurisdiction.

We hereby consent to the references to this firm under the caption "Legal" in
the Prospectus and to the filing of this opinion as an exhibit to a Current
Report on Form 8-K. By giving such consent, we do not admit that we are within
the category of persons whose consent is required under the provisions of the
Securities Act or the rules and regulations of the Commission issued thereunder.



Very truly yours,

/s/ Vinson & Elkins L.L.P.
- --------------------------
VINSON & ELKINS L.L.P.

[Vinson & Elkins Letterhead]


May 17, 2005

Sunoco Logistics Partners L.P.
Ten Penn Center
1801 Market Street
Philadelphia, Pennsylvania 19103

Ladies and Gentlemen:

     We have acted as counsel for Sunoco Logistics Partners L.P. (the
"Partnership"), a Delaware limited partnership, with respect to certain legal
matters in connection with the offer and sale of common units representing
limited partner interests in the Partnership. We have also participated in the
preparation of a Prospectus Supplement dated May 17, 2005 (the "Prospectus
Supplement") and the Prospectus dated March 14, 2003 (the "Prospectus") forming
part of the Registration Statement on Form S-3 (No. 333-103710) (the
"Registration Statement") to which this opinion is an exhibit.

     In connection therewith, we prepared the discussions (the "Discussions")
set forth under the caption "Tax Considerations" in the Prospectus Supplement
and the caption "Material Tax Considerations" in the Prospectus. Capitalized
terms not defined herein shall have the meanings ascribed to them in the
Prospectus.

     All statements of legal conclusions contained in the Discussions, unless
otherwise noted, are our opinion with respect to the matters set forth therein
(i) as of the date of the Prospectus Supplement in respect of the discussion set
forth under the caption "Tax Considerations" and (ii) as of the effective date
of the Prospectus in respect of the discussion set forth under the caption
"Material Tax Considerations," in both cases qualified by the limitations
contained in the Discussions. In addition, we are of the opinion that the
Discussions with respect to those matters as to which no legal conclusions are
provided is an accurate discussion of such federal income tax matters (except
for the representations and statements of fact of the Partnership and its
general partner, included in the Discussions, as to which we express no
opinion).

     We hereby consent to the filing of this opinion as an exhibit to a Current
Report on Form 8-K and to the use of our name under the heading "Legal" in
the Prospectus and in the Registration Statement. This consent does not
constitute an admission that we are "experts" within the meaning of such term as
used in the Securities Act of 1933, as amended, or the rules and regulations of
the Securities and Exchange Commission issued thereunder.



                                Very truly yours,

                                /s/ VINSON & ELKINS L.L.P.
                                --------------------------
                                VINSON & ELKINS L.L.P.

                                                                    Exhibit 99.1


                    SUNOCO LOGISTICS PARTNERS L.P. ANNOUNCES
                       PRICING OF 2.5 MILLION COMMON UNITS

            PHILADELPHIA, May 18, 2005 - Sunoco Logistics Partners L.P. (NYSE:
SXL) announced the pricing today of 2.5 million common units at a public
offering price of $37.50 per unit. The underwriters have been granted an option
to purchase up to 375,000 additional common units to cover over-allotments, if
any. The Partnership intends to use all of the net proceeds from this offering
to redeem 2.5 million common units owned by Sunoco Partners LLC, our general
partner and a wholly-owned subsidiary of Sunoco, Inc.

            Lehman Brothers Inc. was sole book-running manager of the offering.
Citigroup Global Markets Inc., Goldman, Sachs & Co., KeyBanc Capital Markets,
RBC Capital Markets Corporation and Stifel, Nicolaus & Company, Incorporated
also served as co-managers of the offering.

            The preliminary prospectus and the final prospectus, when available,
related to this offering may be obtained from Lehman Brothers Inc. c/o ADP
Financial Services, Integrated Distribution Services, 1155 Long Island Avenue,
Edgewood, NY 11714, (631) 254-7106.

            This news release does not constitute an offer to sell or a
solicitation of an offer to buy the securities described herein, nor shall there
be any sale of these securities in any state or jurisdiction in which such an
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. The offering
may be made only by means of a prospectus and related prospectus supplement.

            Sunoco Logistics Partners L.P. (NYSE: SXL), headquartered in
Philadelphia, was formed to acquire, own and operate substantially all of
Sunoco, Inc.'s refined product and crude oil pipelines and terminal facilities.
The Eastern Pipeline System consists of approximately 1,900 miles of primarily
refined product pipelines and interests in four refined products pipelines,
consisting of a 9.4 percent interest in Explorer Pipeline Company, a 31.5
percent interest in Wolverine Pipe Line Company, a 12.3 percent interest in West
Shore Pipe Line Company and a 14.0 percent interest in Yellowstone Pipe Line
Company. The Terminal Facilities consist of 8.9 million barrels of refined
product terminal capacity and 16.0 million barrels of crude oil terminal
capacity (including 12.5 million barrels of capacity at the Texas Gulf Coast
Nederland Terminal). The Western Pipeline System consists of approximately 2,450
miles of crude oil pipelines, located principally in Oklahoma and Texas and a
43.8 percent interest in the West



Texas Gulf Pipe Line Company. For additional information visit Sunoco Logistics'
web site at www.sunocologistics.com.

            NOTE: Those statements made in this release that are not historical
facts are forward-looking statements. Although Sunoco Logistics Partners L.P.
(the "Partnership") believes that the assumptions underlying these statements
are reasonable, investors are cautioned that such forward-looking statements are
inherently uncertain and necessarily involve risks that may affect the
Partnership's business prospects and performance causing actual results to
differ from those discussed in the foregoing release. Such risks and
uncertainties include, by way of example and not of limitation: whether or not
the transactions described in the foregoing news release will be consummated or
cash flow accretive; increased competition; changes in demand for crude oil and
refined products that we store and distribute; changes in operating conditions
and costs; changes in the level of environmental remediation spending; potential
equipment malfunction; potential labor issues; the legislative or regulatory
environment; plant construction/repair delays; nonperformance by major customers
or suppliers; and political and economic conditions, including the impact of
potential terrorist acts and international hostilities. These and other
applicable risks and uncertainties have been described more fully in the
Partnership's Form 10-Q filed with the Securities and Exchange Commission on May
9, 2005. The Partnership undertakes no obligation to update any forward-looking
statements in this release, whether as a result of new information or future
events.


                                     - END -