Attached files
| file | filename |
|---|---|
| 8-K - 8-K - GENESIS ENERGY LP | d932336d8k.htm |
| EX-5.2 - EX-5.2 - GENESIS ENERGY LP | d932336dex52.htm |
| EX-8.1 - EX-8.1 - GENESIS ENERGY LP | d932336dex81.htm |
| EX-4.1 - EX-4.1 - GENESIS ENERGY LP | d932336dex41.htm |
| EX-5.1 - EX-5.1 - GENESIS ENERGY LP | d932336dex51.htm |
| EX-4.2 - EX-4.2 - GENESIS ENERGY LP | d932336dex42.htm |
| EX-12.1 - EX-12.1 - GENESIS ENERGY LP | d932336dex121.htm |
| EX-99.1 - EX-99.1 - GENESIS ENERGY LP | d932336dex991.htm |
Exhibit 5.3
| 1001 Fannin Street, Suite 1800 | 822 Harding Street | One Shell Square | ||||
| Houston, TX 77002 | Post Office Box 52008 | 701 Poydras Street, Suite 5000 | ||||
| (713) 651-2900 Main | Lafayette, LA 70505 | New Orleans, LA 70130 | ||||
| (713) 651-2908 Fax | (337) 232-7424 Main | (504) 581-7979 Main | ||||
| (337) 267-2399 Fax | (504) 556-4108 Fax |
www.Liskow.com
May 21, 2015
Genesis Energy, L.P.
Genesis Energy Finance Corporation
Guarantors
919 Milam Street
Suite 2100
Houston, TX 77002
Ladies and Gentlemen:
We have acted as special Louisiana counsel to Red River Terminals, L.L.C. and TDC, L.L.C., each a Louisiana limited liability company (the “Companies” and each, a “Company”), in connection with the registration pursuant to a Registration Statement on Form S-3 (File No. 333-203259) (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 $400,000,000 6% Senior Notes due 2023 (the “Notes”), including the guarantees (each, a “Guarantee”) of the Notes by certain of the Partnership’s subsidiaries (the “Subsidiary Guarantors”), including the Companies, to be issued under the Indenture referred to below. The Notes will be issued pursuant to an Indenture dated as of May 21, 2015 (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 21, 2015 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among the Issuers, the Subsidiary Guarantors and the Trustee.
Documents Examined
In connection with our opinions, we have examined (i) a photocopy of the executed Indenture, (ii) photostatic copies of each of the articles of organization of Red River Terminals, L.L.C. and TDC, L.L.C., the Operating Agreement, dated July 11, 2007, of TDC, L.L.C. and the Amended and Restated Operating Agreement, dated July 11, 2007, of Red River Terminals, L.L.C., and (iii) certificates of the Companies and certificates of public officials, in each case as we have deemed appropriate as a basis for such opinions.
Assumptions
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 existence and entity power of all parties to the Indenture and all other documents, other than the Companies, and the due authorization, execution and delivery of the Indenture and all other documents by the parties thereto other than the Companies. As we were not present at the execution of the Indenture, we have relied upon certificates of the Companies as to the physical execution by a duly elected, qualified and acting officer of each Company, of the Indenture and have assumed that a copy of the Indenture has been irrevocably and unconditionally delivered to the Trustee on behalf of the Issuers and the Subsidiary Guarantors.
|
Page 2 |
May 21, 2015
Opinions
Based upon and subject to the foregoing and the assumptions, limitations, qualifications and exceptions set out below, we are of the opinion that:
| (i) | each Company is duly organized, validly existing and in good standing as a limited liability company under the laws of the State of Louisiana; |
| (ii) | each Company has the limited liability company power to execute and deliver the Indenture and perform its obligations under the Indenture (including its Guarantee pursuant thereto); |
| (iii) | the execution and delivery of the Indenture by each Company and the performance by each Company of its obligations under the Indenture (including its Guarantee pursuant thereto) have been duly authorized by all necessary corporate or other entity action; and |
| (iv) | the Indenture has been duly and validly executed and delivered by each Company. |
Limitations, Exceptions, and Qualifications
The foregoing opinions are subject to the following limitations, exceptions and qualifications:
| A. | Our opinions with respect to the existence, good standing and qualification to do business set forth in Paragraph (i) above are based solely upon the articles of organization of Red River Terminals, L.L.C. and TDC, L.L.C. and upon certificates from the Secretary of State of the State of Louisiana. |
| B. | The matters expressed in this letter are subject to and qualified and limited by (i) applicable bankruptcy, insolvency, fraudulent transfer and conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally; (ii) general principles of equity, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief (regardless of whether considered in a proceeding in equity or at law); and (iii) securities laws and public policy underlying such laws with respect to rights to indemnification and contribution. |
| C. | This opinion letter is limited to the matters expressly stated herein and no opinion is to be inferred or implied beyond the opinion expressly set forth herein. We undertake no, and hereby disclaim any, obligation to make any inquiry after the date hereof or to advise you of any changes in any matter set forth herein, whether based on a change in the law, a change in any fact relating to the Company or any other person or any other circumstance. |
| D. | You are advised that our engagement by Genesis Energy, L.P. has been limited to specific matters; consequently, there may exist matters of a legal nature involving Red River Terminals, L.L.C. and TDC, L.L.C. about which we have not advised or represented Red River Terminals, L.L.C. and TDC, L.L.C. and of which we have no knowledge. |
| E. | Attorneys in our firm are licensed to practice in various jurisdictions, including in the State of Louisiana. Our opinions herein are limited to the laws of the State of Louisiana and the federal laws of the United States of America, and we express no opinion as to the laws of any other jurisdiction. We express no opinion regarding any Blue Sky laws or any securities laws. |
|
|
Page 3 |
May 21, 2015
The opinions expressed herein are written as of and relate solely to the date hereof, and we disclaim any obligation to update this Opinion in any manner or for any reason. The opinions expressed herein are rendered exclusively for your benefit in connection with the transactions described herein. Except as set forth below, the opinions expressed herein may not be used or relied upon by any other Person, nor may this Opinion or any copies or excerpts thereof be furnished to any other Person, filed with any government authority, quoted, cited or otherwise referred to without our prior written consent (except in connection with a legal or arbitral proceeding or as may be required by applicable law).
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 that we understand will be filed as a part of 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 14, 2015 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.
Very truly yours,
/s/ Liskow & Lewis
LISKOW & LEWIS
A Professional Law Corporation