Exhibit 5.1

 

January 16, 2020

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. 333-224380) (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 $750,000,000 aggregate principal amount of 7.750% Senior Notes due 2028 (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 Fourteenth Supplemental Indenture thereto dated as of January 16, 2020, among the Partnership, Finance Corp, the Subsidiary Guarantors and the Trustee (the “Fourteenth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), and sold pursuant to the terms of an underwriting agreement (the “Underwriting Agreement”), dated January 16, 2020, among the Obligors and BMO Capital Markets Corp., 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 January 8, 2020 and the Final Prospectus Supplement dated January 9, 2020 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.

Schedule I

Guarantors

 

Subsidiary Guarantor		State or other Jurisdiction of Incorporation or Organization
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 Sekco, LLC		Delaware
GEL Tex Marketing, LLC		Delaware
GEL Texas Pipeline, LLC		Delaware
GEL Wyoming, LLC		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
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

Subsidiary Guarantor		State or other Jurisdiction of Incorporation or Organization
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 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
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
TDC Services, LLC		Delaware
TDC, L.L.C.		Louisiana
Texas City Crude Oil Terminal, LLC		Delaware
Thunder Basin Holdings, LLC		Delaware