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EX-99.1 - EX-99.1 - GENESIS ENERGY LPd461293dex991.htm
EX-5.3 - EX-5.3 - GENESIS ENERGY LPd461293dex53.htm
EX-5.2 - EX-5.2 - GENESIS ENERGY LPd461293dex52.htm
EX-4.2 - EX-4.2 - GENESIS ENERGY LPd461293dex42.htm
8-K - 8-K - GENESIS ENERGY LPd461293d8k.htm

Exhibit 5.1

 

LOGO

December 11, 2017

Genesis Energy, L.P.

Genesis Energy Finance Corporation

919 Milam, Suite 2100

Houston, Texas 77002

 

Re: Genesis Energy, L.P.
     Genesis Energy Finance Corporation
     Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as counsel to Genesis Energy, L.P., a Delaware limited partnership (the “Partnership”), and Genesis Energy Finance Corporation, a Delaware corporation (“Finance Corp” and, together with the Partnership, the “Issuers”), in connection with the registration, pursuant to a Registration Statement on Form S-3 (File No. 333-203259), as amended by Post-Effective Amendment No. 1, Post-Effective Amendment No. 2, Post-Effective Amendment No. 3 and Post-Effective Amendment No. 4 (as so amended, the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), of the offering and sale by the Issuers of $450,000,000 aggregate principal amount of 6.250% Senior Notes due 2026 (the “Notes”), including the guarantees (the “Guarantees”) of the Notes by the Partnership’s subsidiaries (the “Subsidiary Guarantors” and, together with the Issuers, the “Obligors”) listed on Schedule I hereto (including the Specified Guarantors (as defined below)), to be issued under an Indenture (the “Base Indenture”) dated as of May 21, 2015, among the Partnership, Finance Corp, the Subsidiary Guarantors and U.S. Bank, National Association, as Trustee (the “Trustee”), as supplemented by the Eleventh Supplemental Indenture thereto dated as of December 11, 2017, among the Partnership, Finance Corp, the Subsidiary Guarantors and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), and sold pursuant to the terms of an underwriting agreement (the “Underwriting Agreement”), dated December 4, 2017, among the Obligors and Citigroup Global Markets Inc., as representative of the underwriters named therein (the “Underwriters”). For purposes of this opinion letter, the term “Specified Guarantors” means the Subsidiary Guarantors other than (i) Genesis Pipeline Alabama, LLC, (ii) Red River Terminals, L.L.C. and (iii) TDC, L.L.C. This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act.

We have examined originals or certified copies of such corporate or other entity records of the Issuers and the Specified Guarantors and other certificates and documents of officials of the Issuers and the Specified Guarantors, public officials and others as we have deemed appropriate for purposes of this letter. We have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as


originals, the conformity to authentic original documents of all copies submitted to us as conformed, certified or reproduced copies and that the Notes will conform to the specimen thereof we have reviewed. We have also assumed the existence and entity power to execute and deliver the Indenture of, and the due authorization, execution and delivery of the Indenture by, each of the parties thereto other than the Issuers and the Specified Guarantors, and that the Indenture is a valid and binding obligation of the Trustee, enforceable against the Trustee in accordance with its terms. As to various questions of fact relevant to this letter, we have relied, without independent investigation, upon certificates of public officials and certificates of officers of the Issuers and the Specified Guarantors, all of which we assume to be true, correct and complete.

Based upon the foregoing and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that, when the Notes have been duly executed by the Issuers, duly authenticated by the Trustee in accordance with the terms of the Indenture, and issued and delivered by or on behalf of the Issuers to and paid for by the Underwriters pursuant to the terms of the Underwriting Agreement, (i) the Notes will be valid and binding obligations of the Issuers, enforceable against the Issuers in accordance with their terms, and (ii) the Guarantees of the Subsidiary Guarantors will be valid and binding obligations of the Subsidiary Guarantors, enforceable against the Subsidiary Guarantors in accordance with their terms.

The opinions and other matters in this letter are qualified in their entirety and subject to the following:

 

A. We express no opinion as to the laws of any jurisdiction other than the laws of (i) the Revised Uniform Limited Partnership Act of the State of Delaware, (ii) the Delaware Limited Liability Company Act, (iii) the Business Organizations Code of the State of Texas, (iv) the laws of the State of New York, and (v) the General Corporation Law of the State of Delaware.

 

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 Obligors or any other person or any other circumstance.

We hereby consent to the filing of this opinion as an exhibit to a Current Report on Form 8-K filed by the Partnership with the Commission on or about the date hereof, to the


incorporation by reference of this opinion into the Registration Statement and to the use of our name in the Preliminary Prospectus Supplement dated December 4, 2017 and the Final Prospectus Supplement dated December 4, 2017 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/ Akin, Gump, Strauss, Hauer, & Feld, LLP

AKIN, GUMP, STRAUSS, HAUER, & FELD, LLP


Schedule I

Guarantors

 

Subsidiary Guarantor

   State or other
Jurisdiction of
Incorporation or
Organization

Antelope Refining, LLC

   Delaware

AP Marine, LLC

   Delaware

BR Port Services, LLC

   Delaware

Cameron Highway Oil Pipeline Company, LLC

   Delaware

Cameron Highway Pipeline GP, L.L.C.

   Delaware

Cameron Highway Pipeline I, L.P.

   Delaware

Casper Express Pipeline, LLC

   Delaware

Davison Petroleum Supply, LLC

   Delaware

Davison Transportation Services, Inc.

   Delaware

Davison Transportation Services, LLC

   Delaware

Deepwater Gateway, L.L.C.

   Delaware

Flextrend Development Company, L.L.C.

   Delaware

GEL CHOPS GP, LLC

   Delaware

GEL CHOPS I, L.P.

   Delaware

GEL CHOPS II, L.P.

   Delaware

GEL Deepwater, LLC

   Delaware

GEL IHUB, LLC

   Delaware

GEL Louisiana Fuels, LLC

   Delaware

GEL Odyssey, LLC

   Delaware

GEL Offshore Pipeline, LLC

   Delaware

GEL Offshore, LLC

   Delaware

GEL Paloma, LLC

   Delaware

GEL Pipeline Offshore, LLC

   Delaware

GEL Poseidon, LLC

   Delaware

GEL PRCS, LLC

   Delaware

GEL Sekco, LLC

   Delaware

GEL Tex Marketing, LLC

   Delaware

GEL Texas Pipeline, LLC

   Delaware

GEL Wyoming, LLC

   Delaware

Genesis Alkali, LLC

   Delaware

Genesis Alkali Holdings, LLC

   Delaware

Genesis Alkali Wyoming, LP

   Delaware

Genesis BR, LLC

   Delaware

Genesis CHOPS I, LLC

   Delaware

Genesis CHOPS II, LLC

   Delaware

Genesis Crude Oil, L.P.

   Delaware

Genesis Davison, LLC

   Delaware

Genesis Deepwater Holdings, LLC

   Delaware

Genesis Energy, LLC

   Delaware

Genesis Free State Holdings, LLC

   Delaware


Subsidiary Guarantor

   State or other
Jurisdiction of
Incorporation or
Organization

Genesis GTM Offshore Operating Company, LLC

   Delaware

Genesis IHUB Holdings, LLC

   Delaware

Genesis Marine, LLC

   Delaware

Genesis NEJD Holdings, LLC

   Delaware

Genesis Odyssey, LLC

   Delaware

Genesis Offshore, LLC

   Delaware

Genesis Offshore Holdings, LLC

   Delaware

Genesis Pipeline Alabama, LLC

   Alabama

Genesis Pipeline Texas, L.P.

   Delaware

Genesis Pipeline USA, L.P.

   Delaware

Genesis Poseidon, LLC

   Delaware

Genesis Poseidon Holdings, LLC

   Delaware

Genesis Rail Services, LLC

   Delaware

Genesis Sailfish Holdings, LLC

   Delaware

Genesis Sekco, LLC

   Delaware

Genesis SMR Holdings, LLC

   Delaware

Genesis Specialty Alkali, LLC

   Delaware

Genesis Syngas Investments, L.P.

   Delaware

Genesis Texas City Terminal, LLC

   Delaware

High Island Offshore System, L.L.C.

   Delaware

Manta Ray Gathering Company, L.L.C.

   Texas

Matagorda Offshore, LLC

   Texas

Milam Services, Inc.

   Delaware

Poseidon Pipeline Company, L.L.C.

   Delaware

Powder River Crude Services, LLC

   Delaware

Powder River Express, LLC

   Delaware

Powder River Operating, LLC

   Delaware

Pronghorn Rail Services, LLC

   Delaware

Red River Terminals, L.L.C.

   Louisiana

Sailfish Pipeline Company, L.L.C.

   Delaware

Seahawk Shoreline System, LLC

   Texas

Southeast Keathley Canyon Pipeline Company, L.L.C.

   Delaware

TBP2, LLC

   Delaware

TDC Services, LLC

   Delaware

TDC, L.L.C.

   Louisiana

Texas City Crude Oil Terminal, LLC

   Delaware

Thunder Basin Holdings, LLC

   Delaware

Thunder Basin Pipeline, LLC

   Delaware