Common use of Material Contracts and Litigation Clause in Contracts

Material Contracts and Litigation. To the knowledge of such counsel, there are no (i) contracts or other documents of a character required to be described in the Registration Statement or Prospectus or to be filed as exhibits to the Registration Statement that are not described and filed therewith as required or (ii) legal or governmental proceedings pending to which any of the Company or Valero MLP Parties is a party or of which any property or assets of any of the Company or Valero MLP Parties is the subject that is required to be described in the Registration Statement or Prospectus and which is not so described; and to the knowledge of such counsel, no such proceedings are threatened or contemplated by governmental authorities or others. In rendering such opinion, such counsel may (i) rely in respect of matters of fact upon certificates of officers and employees of the Company and the Selling Unitholder Parties and upon information obtained from public officials, (ii) assume that all documents submitted to them as originals are authentic, that all copies submitted to them conform to the originals thereof, and that the signatures on all documents examined by them are genuine, (iii) state that its opinion is limited to matters governed by the federal laws of the United States of America and the Delaware LP Act, the Delaware LLC Act, the DGCL, Texas law and New York law and (iv) state that they express no opinion with respect to state or local taxes or tax statutes to which any of the members or limited partners of the Company or any of the Valero MLP Parties may be subject. In addition, such counsel shall state that they have participated in conferences with officers and other representatives of the Company and the independent registered public accounting firms of the Company and your representatives, at which the contents of the Registration Statement, the Pricing Disclosure Package and the Prospectus and related matters were discussed, and although such counsel has not independently verified, is not passing upon, and is not assuming any responsibility for the accuracy, completeness or fairness of the statements contained in, the Registration Statement, the Pricing Disclosure Package and the Prospectus (except to the extent specified in the foregoing opinion), based on the foregoing, no facts have come to such counsel’s attention that lead such counsel to believe that:

Material Contracts and Litigation. To the knowledge of such counsel, there are no (i) contracts or other documents of a character required to be described in the Registration Statement Statement, the most recent Preliminary Prospectus or Prospectus or to be filed as exhibits to the Registration Statement that are not described and filed therewith as required or (ii) legal or governmental proceedings pending to which any of the Company or Valero MLP Parties is a party or of which any property or assets of any of the Company or Valero MLP Parties is the subject that is required to be described in the Registration Statement Statement, the most recent Preliminary Prospectus or Prospectus and which is not so described; and to the knowledge of such counsel, no such proceedings are threatened or contemplated by governmental authorities or others. In rendering such opinion, such counsel may (i) rely in respect of matters of fact upon certificates of officers and employees of the Company and the Selling Unitholder Parties and upon information obtained from public officials, (ii) assume that all documents submitted to them as originals are authentic, that all copies submitted to them conform to the originals thereof, and that the signatures on all documents examined by them are genuine, (iii) state that its opinion is limited to matters governed by the federal laws of the United States of America and the Delaware LP Act, the Delaware LLC Act, the DGCL, Texas law and New York law and (iv) state that they express no opinion with respect to state or local taxes or tax statutes to which any of the members or limited partners of the Company or any of the Valero MLP Parties may be subject. In addition, such counsel shall state that they have participated in conferences with officers and other representatives of the Company and Company, the independent registered public accounting firms firm of the Company and the Partnership, your representatives, counsel and your representatives at which the contents of the Registration Statement, the Pricing Disclosure Package and the Prospectus and related matters were discusseddiscussed and, and although such counsel has not independently verified, verified and is not passing upon, and is does not assuming assume any responsibility for for, the accuracy, completeness or fairness of the statements contained in, in the Registration Statement, the Pricing Disclosure Package and the Prospectus (except as and to the extent specified set forth in the foregoing opinionparagraphs 27, 28 and 29 above), based on the foregoingforegoing (relying with respect to factual matters to the extent such counsel deems appropriate upon statements by officers and other representatives of the Company), (a) such counsel confirms to the Underwriters that, in its opinion, each of the Registration Statement, as of its effective date, the Preliminary Prospectus, as of its date, and the Prospectus, as of its date, appeared on its face to be appropriately responsive in all material respects to the requirements of the Securities Act and the Rules and Regulations (except that such counsel expresses no statement or belief as to Regulation S-T), (b) such counsel has not become aware of any documents that are required to be filed as exhibits to the Registration Statement and are not so filed or of any documents that are required to be summarized in the Preliminary Prospectus or the Prospectus, and are not so summarized and (c) furthermore, no facts have come to such counsel’s 's attention that lead have led such counsel to believe that:that (i) the Registration Statement, at the time it became effective, contained an untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Pricing Disclosure Package, as of the Applicable Time, contained any untrue statement of a material fact or omitted to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iii) the Prospectus, as of its date and as of the date hereof, contained or contains an untrue statement of a material fact or omitted or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, it being understood that such counsel expresses no opinion, statement or belief in this letter with respect to (i) the historical and pro forma financial statements and related schedules, including the notes and schedules thereto and the auditor's report thereon, (ii) any other financial or accounting data, included in, or excluded from, the Registration Statement or the Prospectus or the Pricing Disclosure Package, and (iii) representations and warranties and other statements of fact included in the exhibits to the Registration Statement. Furthermore, such counsel advises the Underwriters that it has been orally advised by the SEC that the Registration Statement was declared effective under the Securities Act at [ ] p.m., Washington, D.C. time, on [December ], 2006. In addition, such counsel has been orally advised by the SEC that no stop order suspending the effectiveness of the Registration Statement has been issued. To such counsel's knowledge based solely upon such oral communication with the SEC, no proceedings for that purpose have been instituted or are pending or threatened by the SEC. EXHIBIT B-2 FORM OF OPINION OF XXXXXXX X. XXXXXX

Material Contracts and Litigation. To the knowledge of such counsel, there are no (i) contracts or other documents of a character required to be described in the Registration Statement Statement, the most recent Preliminary Prospectus or Prospectus or to be filed as exhibits to the Registration Statement that are not described and filed therewith as required or (ii) legal or governmental proceedings pending to which any of the Company or Valero MLP Parties Partnership Entities is a party or of which any property or assets of any of the Company or Valero MLP Parties Partnership Entities is the subject that is required to be described in the Registration Statement Statement, the most recent Preliminary Prospectus or Prospectus and which is not so described; and to the knowledge of such counsel, no such proceedings are threatened or contemplated by governmental authorities or others. In rendering such opinion, such counsel may (i) rely in respect of matters of fact upon certificates of officers and employees of the Company and the Selling Unitholder Parties Partnership and upon information obtained from public officials, (ii) assume that all documents submitted to them as originals are authentic, that all copies submitted to them conform to the originals thereof, and that the signatures on all documents examined by them are genuine, (iii) state that its opinion is limited to matters governed by the federal laws of the United States of America and the Delaware LP Act, the Delaware LLC Act, the DGCL, Texas law and New York law and (iv) state that they express no opinion with respect to state or local taxes or tax statutes to which any of the members or limited partners of the Company or any of the Valero MLP Parties Partnership Entities may be subject. In addition, such counsel shall state that they have participated in conferences with officers and other representatives of the Company and Partnership, the independent registered public accounting firms firm of the Company Partnership, your counsel and your representatives, representatives at which the contents of the Registration Statement, the Pricing Disclosure Package and the Prospectus and related matters were discusseddiscussed and, and although such counsel has not independently verified, verified and is not passing upon, and is does not assuming assume any responsibility for for, the accuracy, completeness or fairness of the statements contained in, in the Registration Statement, the Pricing Disclosure Package and the Prospectus (except as and to the extent specified set forth in the foregoing opinionparagraphs 24, 25 and 26 above), based on the foregoingforegoing (relying with respect to factual matters to the extent such counsel deems appropriate upon statements by officers and other representatives of the Partnership), (a) such counsel confirms to the Underwriters that, in its opinion, each of the Registration Statement, as of the latest Effective Date, the Preliminary Prospectus, as of its date, and the Prospectus, as of its date, appeared on its face to be appropriately responsive in all material respects to the requirements of the Securities Act and the Rules and Regulations (except that such counsel expresses no statement or belief as to Regulation S-T), (b) such counsel has not become aware of any documents that are required to be filed as exhibits to the Registration Statement and are not so filed or of any documents that are required to be summarized in the Preliminary Prospectus or the Prospectus, and are not so summarized and (c) furthermore, no facts have come to such counsel’s attention that lead have led such counsel to believe that:that (i) the Registration Statement, as of the latest Effective Date, contained an untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Pricing Disclosure Package, as of the Applicable Time, contained any untrue statement of a material fact or omitted to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iii) the Prospectus, as of its date and as of the date hereof, contained or contains an untrue statement of a material fact or omitted or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, it being understood that such counsel expresses no opinion, statement or belief in this letter with respect to (i) the financial statements and notes and schedules thereto and the auditor’s report thereon or other financial or accounting data included or incorporated by reference in or excluded from the Registration Statement, the Prospectus or the Pricing Disclosure Package and (ii) representations and warranties and other statements of fact included in the exhibits to the Registration Statement. Furthermore, such counsel has been orally advised by the SEC that no stop order suspending the effectiveness of the Registration Statement has been issued. To such counsel’s knowledge based solely upon such oral communication with the SEC, no proceedings for that purpose have been instituted or are pending or threatened by the SEC. EXHIBIT B-2

Material Contracts and Litigation. To the knowledge of such counsel, there are no (i) contracts or other documents of a character required to be described in the Registration Statement Statement, the most recent Preliminary Prospectus or Prospectus or to be filed as exhibits to the Registration Statement that are not described and filed therewith as required or (ii) legal or governmental proceedings pending to which any of the Company or Valero MLP Parties is a party or of which any property or assets of any of the Company or Valero MLP Parties is the subject that is required to be described in the Registration Statement Statement, the most recent Preliminary Prospectus or Prospectus and which is not so described; and to the knowledge of such counsel, no such proceedings are threatened or contemplated by governmental authorities or others. In rendering such opinion, such counsel may (i) rely in respect of matters of fact upon certificates of officers and employees of the Company and the Selling Unitholder Parties and upon information obtained from public officials, (ii) assume that all documents submitted to them as originals are authentic, that all copies submitted to them conform to the originals thereof, and that the signatures on all documents examined by them are genuine, (iii) state that its opinion is limited to matters governed by the federal laws of the United States of America and the Delaware LP Act, the Delaware LLC Act, the DGCL, Texas law and New York law and (iv) state that they express no opinion with respect to state or local taxes or tax statutes to which any of the members or limited partners of the Company or any of the Valero MLP Parties may be subject. In addition, such counsel shall state that they have participated in conferences with officers and other representatives of the Company and Company, the independent registered public accounting firms firm of the Company and the Partnership, your representatives, counsel and your representatives at which the contents of the Registration Statement, the Pricing Disclosure Package and the Prospectus and related matters were discusseddiscussed and, and although such counsel has not independently verified, verified and is not passing upon, and is does not assuming assume any responsibility for for, the accuracy, completeness or fairness of the statements contained in, in the Registration Statement, the Pricing Disclosure Package and the Prospectus (except as and to the extent specified set forth in the foregoing opinionparagraphs 27, 28 and 29 above), based on the foregoingforegoing (relying with respect to factual matters to the extent such counsel deems appropriate upon statements by officers and other representatives of the Company), (a) such counsel confirms to the Underwriters that, in its opinion, each of the Registration Statement, as of its effective date, the Preliminary Prospectus, as of its date, and the Prospectus, as of its date, appeared on its face to be appropriately responsive in all material respects to the requirements of the Securities Act and the Rules and Regulations (except that such counsel expresses no statement or belief as to Regulation S-T), (b) such counsel has not become aware of any documents that are required to be filed as exhibits to the Registration Statement and are not so filed or of any documents that are required to be summarized in the Preliminary Prospectus or the Prospectus, and are not so summarized and (c) furthermore, no facts have come to such counsel’s attention that lead have led such counsel to believe that:that (i) the Registration Statement, at the time it became effective, contained an untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Pricing Disclosure Package, as of the Applicable Time, contained any untrue statement of a material fact or omitted to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iii) the Prospectus, as of its date and as of the date hereof, contained or contains an untrue statement of a material fact or omitted or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, it being understood that such counsel expresses no opinion, statement or belief in this letter with respect to (i) the historical and pro forma financial statements and related schedules, including the notes and schedules thereto and the auditor’s report thereon, (ii) any other financial or accounting data, included in, or excluded from, the Registration Statement or the Prospectus or the Pricing Disclosure Package, and (iii) representations and warranties and other statements of fact included in the exhibits to the Registration Statement. Furthermore, such counsel advises the Underwriters that it has been orally advised by the SEC that the Registration Statement was declared effective under the Securities Act at 12:00 p.m., Washington, D.C. time, on December 18, 2006. In addition, such counsel has been orally advised by the SEC that no stop order suspending the effectiveness of the Registration Statement has been issued. To such counsel’s knowledge based solely upon such oral communication with the SEC, no proceedings for that purpose have been instituted or are pending or threatened by the SEC. EXHIBIT B-2 FORM OF OPINION OF XXXXXXX X. XXXXXX