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:

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:

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:

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:

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: