Common use of Sufficiency of Contribution Agreement Clause in Contracts

Sufficiency of Contribution Agreement. The Contribution Agreement is in a form legally sufficient as between the parties thereto to transfer or convey the applicable equity interests in the Operating Subsidiaries and Mars from BP Pipelines to the Partnership, as described in the Contribution Agreement, subject to the conditions, reservations, encumbrances and limitations described therein. In rendering such opinion, such counsel may (i) rely in respect of matters of fact upon certificates of officers and employees of the BP Entities, Mars and the Mardi Gras Joint Ventures and upon information obtained from public officials, (ii) 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 such counsel are genuine, (iii) state that its opinion is limited to matters governed by federal law and the Delaware LP Act, Delaware LLC Act and the contract law of the State of New York, (iv) with respect to the opinions expressed as to the good standing or due qualification or registration as a foreign limited partnership or limited liability company, as the case may be, state that such opinions are based upon certificates of good standing provided by the Secretary of State of the state of formation and certificates of foreign qualification or registration provided by the Secretary of State of the states listed on an annex to be attached to such counsel’s opinion (each of which shall be dated as of a date not more than fourteen days prior to the Closing Date and shall be provided to counsel to the Underwriters), (v) state that they express no opinion with respect to (A) any permits to own or operate any real or personal property or (B) state or local taxes or tax statutes to which any of the limited partners of the Partnership or any of the BP Entities, Mars or any of the Mardi Gras Joint Ventures may be subject; and (vi) with respect to the opinions expressed in paragraphs 3, 4, 5, 6 and 8 relating to the existence of any Lien for which a financing statement under the Uniform Commercial Code is on file, rely solely upon such counsel’s review of reports, dated as of recent dates, prepared by CT Lien Solutions, a Wolters Kluwer Business, purporting to describe all financing statements on file as of the dates thereof in the office of the Secretary of State of the State of Delaware, naming such applicable BP Entity as debtor. In addition, such counsel shall make statements to the following effect: Such counsel has reviewed the Registration Statement, the Disclosure Package and the Prospectus and has participated in conferences with officers and other representatives of the BP Entities, with representatives of the Partnership’s independent registered public accounting firms, and with your representatives and your counsel, at which the contents of the Registration Statement, the Disclosure Package and the Prospectus and related matters were discussed. The purpose of such counsel’s professional engagement was not to establish or confirm factual matters set forth in the Registration Statement, the Disclosure Package and the Prospectus, and such counsel has not undertaken to verify independently any of the factual matters in such documents. Moreover, many of the determinations required to be made in the preparation of the Registration Statement, the Disclosure Package and the Prospectus involve matters of a non-legal nature. Accordingly, such counsel is not passing upon, and does not assume any responsibility for, the accuracy, completeness or fairness of the statements contained or included in the Registration Statement, the Disclosure Package and the Prospectus (except to the extent stated in paragraphs 17, 18 and 19 above). Subject to the foregoing and on the basis of the information such counsel gained in the course of performing the services referred to above, such counsel advises you that: (a) the Registration Statement, as of the Effective Date, and the Prospectus, as of its date and the Closing Date, appear on their face to be appropriately responsive in all material respects to the requirements of the Securities Act and the rules and regulations of the SEC thereunder; and (b) nothing came to such counsel’s attention that caused such counsel to believe that: (A) the Registration Statement, as of the 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, (B) the Disclosure Package, as of the Execution Time, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (C) the Prospectus, as of its date or as of the Closing Date included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

Sufficiency of Contribution Agreement. The Contribution Agreement is in a form legally sufficient as between the parties thereto to transfer or convey to the applicable equity interests transferee or successor, as the case may be, thereunder all right, title and interest of the transferor or predecessor, as the case may be, stated therein in and to the properties located in the Operating Subsidiaries and Mars from BP Pipelines to the Partnership, State of Texas as described in the Contribution Agreement, subject to the conditions, reservations, encumbrances reservations and limitations described thereincontained in the Contribution Agreement, except motor vehicles which may require conveyance of certificated title. In rendering such opinion, such counsel may (i) rely in respect of matters of fact upon certificates of officers and employees of the BP Entities, Mars and the Mardi Gras Joint Ventures Delek Entities and upon information obtained from public officials, (ii) 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 such counsel are genuine, (iii) state that its opinion is limited to matters governed by federal law and the Delaware LP Act, Delaware LLC Act Act, the DGCL, the Texas LLC Act, the TRLPA and the contract law of the State of New York, (iv) with respect to the opinions expressed as to the good standing or due qualification or registration as a foreign limited partnership or limited liability company, as the case may be, of the Delek Entities (other than Lion Oil, Delek Marketing, El Dorado and Magnolia), state that such opinions are based upon certificates of good standing provided by the Secretary of State of the state of formation and certificates of foreign qualification or registration provided by the Secretary of State of the states listed on an annex to be attached to such counsel’s opinion (each of which shall be dated as of a date not more than fourteen days prior to the Closing Date Time and shall be provided to counsel to the Underwriters), (v) state that they express no opinion with respect to (A) any permits to own or operate any real or personal property or (B) state or local taxes or tax statutes to which any of the limited partners of the Partnership or any of the BP Entities, Mars or any of the Mardi Gras Joint Ventures Delek Entities may be subject; and , (vi) with respect to the opinions expressed in paragraphs 3, 4, 56, 6 7, 8, 9 and 8 10 relating to the existence of any Lien for which a financing statement under the Uniform Commercial Code is on file, rely solely upon such counsel’s review of reports, dated as of recent dates, prepared by CT Lien Solutions, a Wolters Kluwer BusinessCorporation, purporting to describe all financing statements on file as of the dates thereof in the office of the Secretary of State of the State of Delaware, naming such applicable BP Delek Entity as debtor, (vii) with respect to the opinion expressed in paragraph 5 relating to the existence of any Lien for which a financing statement under the Uniform Commercial Code is on file, rely solely upon such counsel’s review of reports, dated as of recent dates, prepared by CT Corporation, purporting to describe all financing statements on file as of the dates thereof in the office of the Secretary of State of the State of Arkansas, naming Lion Oil as debtor, (viii) with respect to the opinion expressed in paragraph 11 relating to the existence of any Lien for which a financing statement under the Uniform Commercial Code is on file, rely solely upon such counsel’s review of reports, dated as of recent dates, prepared by CT Corporation, purporting to describe all financing statements on file as of the dates thereof in the office of the Secretary of State of the State of Texas, naming Crude Logistics as debtor and (ix) state that it has not been asked to, and is not expressing, any opinion in paragraphs 15, 18 and 19 with respect to the consummation of the Transactions contemplated by the Credit Agreement, the Delek Note, the guarantee issued by Delek Marketing under the Credit Agreement or the pledge of the Delek Note to the creditors under the Credit Agreement. In addition, such counsel shall make statements to the following effect: Such counsel has We have reviewed the Registration Statement, the General Disclosure Package and the Prospectus and has have participated in conferences with officers and other representatives of the BP Delek Entities, with representatives of the Partnership’s independent registered public accounting firmsfirm, and with your representatives and your counsel, at which the contents of the Registration Statement, the General Disclosure Package and the Prospectus and related matters were discussed. The purpose of such counsel’s our professional engagement was not to establish or confirm factual matters set forth in the Registration Statement, the General Disclosure Package and or the Prospectus, and such counsel has we have not undertaken to verify independently any of the factual matters in such documents. Moreover, many of the determinations required to be made in the preparation of the Registration Statement, the General Disclosure Package and the Prospectus involve matters of a non-legal nature. Accordingly, such counsel is we are not passing upon, and does do not assume any responsibility for, the accuracy, completeness or fairness of the statements contained or included in the Registration Statement, the General Disclosure Package and the Prospectus (except to the extent stated in paragraphs 17, 18 21 and 19 22 above). Subject to the foregoing and on the basis of the information such counsel we gained in the course of performing the services referred to above, such counsel advises we advise you that: (a) the Registration Statement, as of the Effective Date, and the Prospectus, as of its date and the Closing DateTime, appear on their face to be appropriately responsive in all material respects to the requirements of the Securities Act and the rules and regulations of the SEC Commission thereunder; and (b) nothing came to such counsel’s our attention that caused such counsel us to believe that: (A) the Registration Statement, as of the 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, (B) the General Disclosure Package, as of the Execution Applicable Time, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (C) the Prospectus, as of its date or as of the Closing Date Time included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;; it being understood that in each case we have not been asked to, and do not express any belief with respect to (i) the financial statements and schedules or other financial or accounting information contained or included therein or omitted therefrom or (ii) representations and warranties and other statements of fact contained in the exhibits to the Registration Statement. Delek Logistics GP, LLC None Delek Logistics Partners, LP None Delek Logistics Operating, LLC None Delek Marketing & Supply, LLC None SALA Gathering Systems, LLC Arkansas, Louisiana Paline Pipeline Company, LLC None Delek US Holdings, Inc. Tennessee, Texas Delek Refining Ltd. Tennessee Delek Marketing GP, LLC Texas Delek Marketing & Supply, LP Mississippi, Tennessee, Texas Delek Crude Logistics, LLC None Delek Marketing – Big Xxxxx, LLC None Paline Pipeline Company, LLC None El Dorado Pipeline Company, LLC None Magnolia Pipeline Company, LLC Louisiana

Sufficiency of Contribution Agreement. The Contribution Agreement is in a form legally sufficient as between the parties thereto to transfer or convey all of the applicable equity interests in Pecten from SPLC to the Partnership and from the Partnership to the Operating Subsidiaries and Mars from BP Pipelines to the PartnershipCompany, as described in the Contribution Agreement, subject to the conditions, reservations, encumbrances and limitations described therein. In rendering such opinion, such counsel may (i) rely in respect of matters of fact upon certificates of officers and employees of the BP Entities, Mars and the Mardi Gras Joint Ventures Partnership Entities and upon information obtained from public officials, (ii) 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 such counsel are genuine, (iii) state that its opinion is limited to matters governed by federal law and the Delaware LP Act, Delaware LLC Act Act, the Texas General Partnership Law and the contract law of the State of New York, (iv) with respect to the opinions expressed as to the good standing or due qualification or registration as a foreign limited partnership or partnership, foreign limited liability companycompany or foreign general partnership, as the case may be, of the Partnership Entities, state that such opinions are based upon certificates of good standing provided by the Secretary of State of the state of formation and certificates of foreign qualification or registration provided by the Secretary of State of the states listed on an annex to be attached to such counsel’s opinion (each of which shall be dated as of a date not more than fourteen days prior to the Closing applicable Delivery Date and shall be provided to counsel to the UnderwritersUnderwriter), (v) state that they express no opinion with respect to (A) any permits to own or operate any real or personal property or (B) state or local taxes or tax statutes to which any of the limited partners of the Partnership or any of the BP Entities, Mars or any of the Mardi Gras Joint Ventures Partnership Entities may be subject; , and (vi) with respect to the opinions expressed in paragraphs 3, 4, 5, 6 and 8 3 through 11 relating to the existence of any Lien for which a financing statement under the Uniform Commercial Code is on file, rely solely upon such counsel’s review of reports, dated as of recent dates, prepared by CT Lien Solutions, a Wolters Kluwer BusinessCorporation, purporting to describe all financing statements on file as of the dates thereof in the office of the Secretary of State of the State of DelawareDelaware or Texas, as applicable, naming such applicable BP Partnership Entity as debtor. In addition, such counsel shall make statements to the following effect: Such counsel has reviewed the Registration Statement, the Pricing Disclosure Package and the Prospectus and has participated in conferences with officers and other representatives of the BP Partnership Entities, with representatives of the Partnership’s independent registered public accounting firms, firm and with your representatives and your counsel, at which the contents of the Registration Statement, the Pricing Disclosure Package and the Prospectus and related matters were discussed. The purpose of such counsel’s professional engagement was not to establish or confirm factual matters set forth in the Registration Statement, the Pricing Disclosure Package and or the Prospectus, and such counsel has not undertaken to verify independently any of the factual matters in such documents. Moreover, many of the determinations required to be made in the preparation of the Registration Statement, the Pricing Disclosure Package and the Prospectus involve matters of a non-legal nature. Accordingly, such counsel is not passing upon, and does not assume any responsibility for, the accuracy, completeness or fairness of the statements contained or included in the Registration Statement, the Pricing Disclosure Package and the Prospectus (except to the extent stated in paragraphs 17, 18 23 and 19 24 above). Subject to the foregoing and on the basis of the information such counsel gained in the course of performing the services referred to above, such counsel advises you that: (a) the Registration Statement, as of the Effective Date, and the Prospectus, as of its date and the Closing applicable Delivery Date, appear on their face to be appropriately responsive in all material respects to the requirements of the Securities Act and the rules and regulations of the SEC Commission thereunder; and (b) nothing came to such counsel’s attention that caused such counsel to believe that: (A) the Registration Statement, as of the 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, (B) the Pricing Disclosure Package, as of the Execution Applicable Time, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (C) the Prospectus, as of its date or as of the Closing applicable Delivery Date included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;; it being understood that in each case such counsel has not been asked to, and does not express any belief with respect to (i) the financial statements and schedules or other financial or accounting information contained or included therein or omitted therefrom or (ii) representations and warranties and other statements of fact contained in the exhibits to the Registration Statement.

Sufficiency of Contribution Agreement. The Contribution Agreement is in a form legally sufficient as between the parties thereto to transfer or convey the applicable equity (i) a 30.0% membership interest in Zydeco, (ii) a 1.0% membership interests in Bengal and (iii) 3.0% of the capital stock of Colonial from SPLC to the Partnership and from the Partnership to the Operating Subsidiaries and Mars from BP Pipelines to the PartnershipCompany, as described in the Contribution Agreement, subject to the conditions, reservations, encumbrances and limitations described therein. In rendering such opinion, such counsel may (i) rely in respect of matters of fact upon certificates of officers and employees of the BP Entities, Mars and the Mardi Gras Joint Ventures Partnership Entities and upon information obtained from public officials, (ii) 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 such counsel are genuine, (iii) state that its opinion is limited to matters governed by federal law and the Delaware LP Act, Delaware LLC Act Act, Chapter 152 of the Texas Business Organization Code, as amended, and the contract law of the State of New York, (iv) with respect to the opinions expressed as to the good standing or due qualification or registration as a foreign limited partnership or partnership, foreign limited liability companycompany or foreign general partnership, as the case may be, of the Partnership Entities, state that such opinions are based upon certificates of good standing provided by the Secretary of State of the state of formation and certificates of foreign qualification or registration provided by the Secretary of State of the states listed on an annex to be attached to such counsel’s opinion (each of which shall be dated as of a date not more than fourteen days prior to the Closing applicable Delivery Date and shall be provided to counsel to the UnderwritersUnderwriter), (v) state that they express no opinion with respect to (A) any permits to own or operate any real or personal property or (B) state or local taxes or tax statutes to which any of the limited partners of the Partnership or any of the BP Entities, Mars or any of the Mardi Gras Joint Ventures Partnership Entities may be subject; , and (vi) with respect to the opinions expressed in paragraphs 3, 4, 5, 6 and 8 3 through 13 relating to the existence of any Lien for which a financing statement under the Uniform Commercial Code is on filefile in the State of Delaware, rely solely upon such counsel’s review of reports, dated as of recent dates, prepared by CT Lien Solutions, a Wolters Kluwer BusinessCompany, purporting to describe all financing statements on file as of the dates thereof in the office of the Secretary of State of the State of DelawareDelaware or the State of Texas, as applicable, naming such applicable BP Entity entity as debtor. In addition, such counsel shall make statements to the following effect: Such counsel has reviewed the Registration Statement, the Pricing Disclosure Package and the Prospectus and has participated in conferences with officers and other representatives of the BP EntitiesPartnership Parties, with representatives of the Partnership’s Partnership Entities’ independent registered public accounting firms, firms and with your representatives and your counsel, at which the contents of the Registration Statement, the Pricing Disclosure Package and the Prospectus and related matters were discussed. The purpose of such counsel’s professional engagement was not to establish or confirm factual matters set forth in the Registration Statement, the Pricing Disclosure Package and or the Prospectus, and such counsel has not undertaken to verify independently any of the factual matters in such documents. Moreover, many of the determinations required to be made in the preparation of the Registration Statement, the Pricing Disclosure Package and the Prospectus involve matters of a non-legal nature. Accordingly, such counsel is not passing upon, and does not assume any responsibility for, the accuracy, completeness or fairness of the statements contained or included in the Registration Statement, the Pricing Disclosure Package and the Prospectus (except to the extent stated in paragraphs 17, 18 22 and 19 23 above). Subject to the foregoing and on the basis of the information such counsel gained in the course of performing the services referred to above, such counsel advises you that: (a) the Registration Statement, as of the most recent Effective Date, and the Prospectus, as of its date and the Closing applicable Delivery Date, appear on their face to be appropriately responsive in all material respects to the requirements of the Securities Act and the rules and regulations of the SEC Commission thereunder; and (b) nothing came to such counsel’s attention that caused such counsel to believe that: (A) the Registration Statement, as of the most recent 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, (B) the Pricing Disclosure Package, as of the Execution Applicable Time, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (C) the Prospectus, as of its date or as of the Closing applicable Delivery Date included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;; it being understood that in each case such counsel has not been asked to, and does not express any belief with respect to (i) the financial statements and schedules or other financial or accounting information contained or included or incorporated by reference therein or omitted therefrom or (ii) representations and warranties and other statements of fact contained in the exhibits to the Registration Statement or to documents incorporated by reference therein.

Sufficiency of Contribution Agreement. The Contribution Agreement is in a form legally sufficient as between the parties thereto to transfer or convey all of the applicable equity interests in the applicable Operating Subsidiaries and Mars from BP Pipelines SPLC to the PartnershipPartnership and from the Partnership to the Operating Company, as described in the Contribution Agreement, subject to the conditions, reservations, encumbrances and limitations described therein. In rendering such opinion, such counsel may (i) rely in respect of matters of fact upon certificates of officers and employees of the BP Entities, Mars and the Mardi Gras Joint Ventures Partnership Entities and upon information obtained from public officials, (ii) 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 such counsel are genuine, (iii) state that its opinion is limited to matters governed by federal law and the Delaware LP Act, Delaware LLC Act Act, the Texas General Partnership Law and the contract law of the State of New York, (iv) with respect to the opinions expressed as to the good standing or due qualification or registration as a foreign limited partnership or partnership, foreign limited liability companycompany or foreign general partnership, as the case may be, of the Partnership Entities, state that such opinions are based upon certificates of good standing provided by the Secretary of State of the state of formation and certificates of foreign qualification or registration provided by the Secretary of State of the states listed on an annex to be attached to such counsel’s opinion (each of which shall be dated as of a date not more than fourteen days prior to the Closing applicable Delivery Date and shall be provided to counsel to the Underwriters), (v) state that they express no opinion with respect to (A) any permits to own or operate any real or personal property or (B) state or local taxes or tax statutes to which any of the limited partners of the Partnership or any of the BP Entities, Mars or any of the Mardi Gras Joint Ventures Partnership Entities may be subject; , and (vi) with respect to the opinions expressed in paragraphs 3, 4, 5, 6 and 8 3 through 11 relating to the existence of any Lien for which a financing statement under the Uniform Commercial Code is on file, rely solely upon such counsel’s review of reports, dated as of recent dates, prepared by CT Lien Solutions, a Wolters Kluwer BusinessCorporation, purporting to describe all financing statements on file as of the dates thereof in the office of the Secretary of State of the State of DelawareDelaware or Texas, as applicable, naming such applicable BP Partnership Entity as debtor. In addition, such counsel shall make statements to the following effect: Such counsel has reviewed the Registration Statement, the Pricing Disclosure Package and the Prospectus and has participated in conferences with officers and other representatives of the BP Partnership Entities, with representatives of the Partnership’s independent registered public accounting firms, firm and with your representatives and your counsel, at which the contents of the Registration Statement, the Pricing Disclosure Package and the Prospectus and related matters were discussed. The purpose of such counsel’s professional engagement was not to establish or confirm factual matters set forth in the Registration Statement, the Pricing Disclosure Package and or the Prospectus, and such counsel has not undertaken to verify independently any of the factual matters in such documents. Moreover, many of the determinations required to be made in the preparation of the Registration Statement, the Pricing Disclosure Package and the Prospectus involve matters of a non-legal nature. Accordingly, such counsel is not passing upon, and does not assume any responsibility for, the accuracy, completeness or fairness of the statements contained or included in the Registration Statement, the Pricing Disclosure Package and the Prospectus (except to the extent stated in paragraphs 17, 18 22 and 19 23 above). Subject to the foregoing and on the basis of the information such counsel gained in the course of performing the services referred to above, such counsel advises you that: (a) the Registration Statement, as of the Effective Date, and the Prospectus, as of its date and the Closing applicable Delivery Date, appear on their face to be appropriately responsive in all material respects to the requirements of the Securities Act and the rules and regulations of the SEC Commission thereunder; and (b) nothing came to such counsel’s attention that caused such counsel to believe that: (A) the Registration Statement, as of the 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, (B) the Pricing Disclosure Package, as of the Execution Applicable Time, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (C) the Prospectus, as of its date or as of the Closing applicable Delivery Date included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;; it being understood that in each case such counsel has not been asked to, and does not express any belief with respect to (i) the financial statements and schedules or other financial or accounting information contained or included therein or omitted therefrom or (ii) representations and warranties and other statements of fact contained in the exhibits to the Registration Statement.

Sufficiency of Contribution Agreement. The Contribution Agreement is in a form legally sufficient as between the parties thereto to transfer or convey to the applicable equity interests transferee or successor, as the case may be, thereunder all right, title and interest of the transferor or predecessor, as the case may be, stated therein in and to the properties located in the Operating Subsidiaries and Mars from BP Pipelines to the Partnership, State of Arkansas as described in the Contribution Agreement, subject to the conditions, reservations, encumbrances reservations and limitations described thereincontained in the Contribution Agreement, except motor vehicles and the Memphis and Nashville terminals, which may require conveyance of certificated title. In rendering such opinion, such counsel may (i) rely in respect of matters of fact upon certificates of officers and employees of the BP Entities, Mars and the Mardi Gras Joint Ventures Delek Entities and upon information obtained from public officials, (ii) 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 such counsel are genuine, (iii) state that its opinion is limited to matters governed by federal law and the Delaware LP Act, Delaware LLC Act and the contract law laws of the State of New YorkArkansas, (iv) with respect to the opinions opinion expressed as to the good standing or due qualification or registration as a foreign limited partnership or limited liability company, as the case may beof Lion Oil, state that such opinions are opinion is based upon certificates a certificate of good standing provided by the Secretary of State of the state of formation and certificates of foreign qualification or registration provided by the Secretary of State of the states listed on an annex to be attached to such counsel’s opinion Arkansas (each of which shall be dated as of a date not more than fourteen days prior to the Closing Date Time and shall be provided to counsel to the Underwriters), and (v) state that they express no opinion with respect to (A) any permits to own or operate any real or personal property or (B) state or local taxes or tax statutes to which any of the limited partners of the Partnership or any of the BP EntitiesDelek Entities may be subject. 1. Each of the Delek Entities party to the Credit Agreement (other than Paline LLC, Mars SALA Gathering LLC, Crude Logistics and Big Xxxxx) has all requisite limited partnership or limited liability company power and authority, as the case may be, to execute and deliver the Credit Agreement and to perform its respective obligations thereunder. All limited partnership and limited liability company action, as the case may be, required to be taken by the Delek Entities (other than Paline LLC, SALA Gathering LLC, Crude Logistics and Big Xxxxx) party to the Credit Agreement or any of their members or partners to authorize the Mardi Gras Joint Ventures may be subject; execution, delivery and (vi) with respect to the opinions expressed in paragraphs 3, 4, 5, 6 and 8 relating to the existence of any Lien for which a financing statement under the Uniform Commercial Code is on file, rely solely upon such counsel’s review of reports, dated as of recent dates, prepared by CT Lien Solutions, a Wolters Kluwer Business, purporting to describe all financing statements on file as performance of the dates thereof in Credit Agreement by the office Delek Entities (other than Paline LLC, SALA Gathering LLC, Crude Logistics and Big Xxxxx) party thereto has been validly taken. 2. The Credit Agreement has been duly authorized, executed and delivered by each of the Secretary of State of the State of DelawareDelek Entities (other than Paline LLC, naming such applicable BP Entity SALA Gathering LLC, Crude Logistics and Big Xxxxx) party thereto. 3. Except as debtor. In addition, such counsel shall make statements to the following effect: Such counsel has reviewed the Registration Statement, the Disclosure Package and the Prospectus and has participated in conferences with officers and other representatives of the BP Entities, with representatives of the Partnership’s independent registered public accounting firms, and with your representatives and your counsel, at which the contents of the Registration Statement, the Disclosure Package and the Prospectus and related matters were discussed. The purpose of such counsel’s professional engagement was not to establish or confirm factual matters set forth described in the Registration Statement, the General Disclosure Package and the Prospectus, there are no (i) preemptive rights or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of, any equity securities of the Partnership Entities or (ii) outstanding options or warrants to purchase any securities of the Partnership, in each case pursuant to or under the Credit Agreement. 4. None of the execution, delivery and performance of the Credit Agreement by the Delek Entities that are parties thereto or the consummation of the financing transactions contemplated thereunder (i) 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 or other instrument filed as an exhibit to the Registration Statement or (ii) violates or will violate the Delaware LP Act, the Delaware LLC Act, the DGCL, or federal law, which breaches, defaults or violations would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or to materially impair the ability of the Delek Entities (other than Lion Oil) to consummate the Transactions or any other transactions provided for in the Underwriting Agreement or the Transaction Documents; provided, however, that such counsel has not undertaken need express no opinion in this paragraph 4 that (a) requires such counsel to verify independently perform a mathematical calculation or make a financial or accounting determination or (b) with respect to federal or state securities laws and other anti-fraud laws. 5. No permit, consent, approval, authorization, order, registration, filing or qualification (“consent”) of or with any Delaware or federal court, governmental agency or body having jurisdiction over any of the factual matters Delek Entities or their properties or assets, is required in such documents. Moreoverconnection with the execution, many delivery and consummation of the determinations required to be financing transactions contemplated by the Credit Agreement by the Delek Entities party thereto other than (a) consents that have been obtained, (b) filings and other registrations made in connection with the preparation liens securing the obligations of the Registration StatementDelek Entities evidenced by the Credit Agreement in favor of Fifth Third Bank, the Disclosure Package as administrative agent, and the Prospectus involve matters of lenders from time to time party to the Credit Agreement or (c) where the failure to obtain such consent would neither reasonably be expected to have a non-legal nature. Accordingly, such counsel is not passing upon, and does not assume any responsibility for, Material Adverse Effect nor materially impair the accuracy, completeness or fairness ability of the statements contained Delek Entities to consummate the Transactions or included any other transactions provided for in the Underwriting Agreement or the Transaction Documents. 6. None of (A) the offering, issuance or sale by the Partnership of the Units, (B) the execution, delivery and performance of the Underwriting Agreement and the Operative Agreements by the Delek Entities that are parties thereto, (C) the consummation of the Transactions and any other transactions contemplated by the Underwriting Agreement or the Transaction Documents by the Delek Entities or (D) the application of the proceeds as described under the caption “Use of Proceeds” in the Registration Statement, the General Disclosure Package and the Prospectus Prospectus, constitutes or will constitute a breach or violation of, or a default under (except i) the Credit Agreement or (ii) any of the agreements listed on Exhibit A hereto, which breaches, violations or defaults would materially impair the ability of the Delek Entities that are party to the extent stated in paragraphs 17Credit Agreement to consummate the financing transactions contemplated thereby; provided, 18 and 19 above). Subject to the foregoing and on the basis of the information however, that such counsel gained need express no opinion in the course of performing the services referred to above, such counsel advises you that: (a) the Registration Statement, as of the Effective Date, and the Prospectus, as of its date and the Closing Date, appear on their face to be appropriately responsive in all material respects to the requirements of the Securities Act and the rules and regulations of the SEC thereunder; and (b) nothing came to such counsel’s attention this paragraph 5 that caused requires such counsel to believe that:perform a mathematical calculation or make a financial or accounting determination. (A) the Registration Statement1. That certain Financing Agreement dated as of April 29, 2011, as amended by that certain First Amendment to Financing Agreement dated as of the Effective DateJuly 28, contained an untrue statement 2011, as further amended by that certain Second Amendment to Financing Agreement dated as of a material fact or omitted November 7, 2011, as further amended by that certain Third Amendment to state a material fact required Financing Agreement to be stated therein dated on or necessary to make the statements therein not misleading, (B) the Disclosure Packageabout November 7, 2012 by and among Lion Oil Company, an Arkansas corporation, each of its subsidiaries, as guarantors, and Bank Hapoalim B.M., Bank Leumi USA, Israel Discount Bank of New York, as lenders. 2. That certain Promissory Note dated as of November 2, 2010, as amended by that certain letter amendment dated as of April 29, 2011, as further amended by that certain Second Amendment to Promissory Note to be dated on or about November 7, 2012, made by Delek US Holdings, Xxx.xx the Execution Time, included an untrue statement order of a material fact or omitted to state a material fact necessary in order to make the statements therein, Bank Leumi USA in the light principal amount of the circumstances under which they were made$50,000,000. 3. That certain Amended and Restated Promissory Note I dated as of April 29, not misleading, or (C) the Prospectus2011, as amended by that certain First Amendment to Amended and Restated Promissory Note I to be dated on or about November 7, 2012 made by Delek Finance, Inc. to the order of its date or Israel Discount Bank of New York and in the principal amount of $19,250,000. 4. That certain Amended and Restated Promissory Note II dated as of April 29, 2011, as amended by that certain First Amendment to Amended and Restated Promissory Note I to be dated on or about November 7, 2012 made by Delek Finance, Inc. to the Closing Date included or includes an untrue statement order of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, Israel Discount Bank of New York and in the light principal amount of the circumstances under which they were made, not misleading;$28,750,000.