Attached files

file filename
8-K - 8-K - GENESIS ENERGY LPd726749d8k.htm
EX-1.1 - EX-1.1 - GENESIS ENERGY LPd726749dex11.htm
EX-4.1 - EX-4.1 - GENESIS ENERGY LPd726749dex41.htm
EX-5.1 - EX-5.1 - GENESIS ENERGY LPd726749dex51.htm
EX-5.3 - EX-5.3 - GENESIS ENERGY LPd726749dex53.htm
EX-4.2 - EX-4.2 - GENESIS ENERGY LPd726749dex42.htm
EX-99.2 - EX-99.2 - GENESIS ENERGY LPd726749dex992.htm
EX-99.1 - EX-99.1 - GENESIS ENERGY LPd726749dex991.htm
EX-12.1 - EX-12.1 - GENESIS ENERGY LPd726749dex121.htm
EX-8.1 - EX-8.1 - GENESIS ENERGY LPd726749dex81.htm

Exhibit 5.2

MCDAVID, NOBLIN & WEST PLLC

ATTORNEYS AT LAW

ADMITTED TO PRACTICE IN

ALABAMA, ARKANSAS AND MISSISSIPPI

 

 

 

W. ERIC WEST

  248 EAST CAPITOL STREET, SUITE 840   MAILING ADDRESS:

ewest@mnwlaw.com

  JACKSON, MISSISSIPPI 39201   P. O. BOX 24626

URL: www.mnwlaw.com

  TELEPHONE: 601-948-3305   JACKSON, MS 39225-4626
  FACSIMILE: 601-354-4789  

May 15, 2014

Genesis Energy, L.P.

Genesis Energy Finance Corporation

919 Milam, Suite 2100

Houston, TX 77002

 

  RE: Genesis Energy, L.P. et al

5.625% Senior Notes

Gentlemen:

We have acted as special Alabama counsel to Genesis Pipeline Alabama, LLC, an Alabama limited liability company (the “Company”), in connection with the registration, pursuant to a Registration Statement on Form S-3 (File No. 333-180876), as amended by Post-Effective Amendment No. 1 (as so amended, the “Registration Statement”), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), of the offering and sale by Genesis Energy, L.P., a Delaware limited partnership (the “Partnership”), and Genesis Energy Finance Corporation, a Delaware corporation (the “Issuers”), of an aggregate principal amount of $350,000,000 5.625% Senior Notes due 2024 (the “Notes”), including the guarantees (each, a “Guarantee”) of the Notes by certain of the Partnership’s subsidiaries (the “Subsidiary Guarantors”), including the Company, to be issued under the Indenture referred to below. The Notes will be issued pursuant to an Indenture dated as of May 15, 2014 (the “Base Indenture”), among the Issuers, the Subsidiary Guarantors and U. S. Bank National Association, as trustee (the “Trustee”), as supplemented by the Supplemental Indenture thereto, dated as of May 15, 2014 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among the Issuers, the Subsidiary Guarantors and the Trustee.

We have examined originals or certified copies of the Indenture and such corporate records of the Company and other certificates and documents of officials of the Company, public officials and others as we have deemed appropriate for purposes of this letter. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all copies submitted to us as conformed and certified or reproduced copies. We also have assumed the legal capacity of natural persons, the corporate or other power of all persons signing on behalf of the parties thereto other than the Company and the due authorization, execution and delivery of the Indenture and all other documents by the parties thereto other than the Company.


Genesis Energy, L.P.

Genesis Energy Finance Corporation

May 15, 2014

Page 2

 

Based upon the foregoing, we are of the opinion that:

 

  (i) the Company is duly organized or formed, validly existing and in good standing as a limited liability company under the laws of the State of Alabama;

 

  (ii) the Company has the entity power to execute and deliver the Indenture as a Subsidiary Guarantor and perform its obligations under the Indenture (including its Guarantee pursuant thereto);

 

  (iii) the execution and delivery of the Indenture by the Company and the performance by the Company of its obligations under the Indenture (including its Guarantee pursuant thereto) have been duly authorized by all necessary entity action; and

 

  (iv) the Indenture has been duly and validly executed and delivered by the Company.

This opinion is limited to the four specific matters set out above relating to the Company and the laws of the state of Alabama. This opinion may be relied upon by Akin Gump Strauss Hauer & Feld LLP in connection with the opinion it is delivering to you as filed as an exhibit to the Registration Statement. We hereby consent to the filing of copies of this opinion as an exhibit to the Registration Statement and to the use of our name in the prospectus supplement dated May 12, 2014 forming a part of the Registration Statement under the caption “Legal Matters”. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act and the rules and regulations thereunder. The opinions expressed herein are rendered as of the date hereof. We do not undertake to advise you on matters that may come to our attention subsequent to the date hereof and that may affect the opinions expressed herein, including without limitations, future changes in applicable law.

 

Sincerely,

McDAVID, NOBLIN & WEST PLLC

/s/ McDavid, Noblin & West PLLC

W. Eric West

For the Firm