As filed with the Securities and Exchange Commission on June 1, 2020
Registration No. 333-              
            
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
HOLLYFRONTIER CORPORATION
(Exact name of registrant as specified in its charter)
 
Delaware
 (State or other jurisdiction of
 incorporation or organization)
 
75-1056913
(I.R.S. Employer Identification No.)
2828 N. Harwood, Suite 1300
Dallas, Texas 75201
(Address of principal executive offices, including zip code)
HollyFrontier Corporation 2020 Long Term Incentive Plan
(Full title of the plan)

Vaishali S. Bhatia
Senior Vice President, General Counsel and Secretary
2828 N. Harwood, Suite 1300
Dallas, Texas 75201
(214) 871-3555
(Name, address, including zip code, and telephone number, including area code, of agent for service)
copy to:
Shane M. Tucker
Vinson & Elkins L.L.P.
2001 Ross Avenue, Suite 3900
Dallas, Texas 75201
(214) 220-7700
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Large accelerated filer   ý    Accelerated filer   o    Non-accelerated filer   o    Smaller Reporting Company   o

CALCULATION OF REGISTRATION FEE
Title of securities
 to be registered
 
Amount to
 be registered(1)(2)
 
Proposed
 maximum
 offering price
 per share (3)
 
Proposed
 maximum
 aggregate
 offering price (3)
 
Amount of
 registration fee
 
Shares of Common Stock,
$0.01 par value per share
 
6,019,255 shares (1)
 
$31.94
 
$192,255,004
 
$24,954.70
 
(1)     
This Registration Statement (as defined below) registers 6,019,255 common shares (the “Shares”) of HollyFrontier Corporation (the “Registrant”) that may be delivered with respect to awards under the HollyFrontier 2020 Long Term Incentive Plan (the “Plan”).
(2)
Pursuant to Rule 416(a) under the Securities Act of 1933 (the “Securities Act”), this Registration Statement on Form S-8 (this “Registration Statement”) shall be deemed to cover an indeterminate number of additional Shares that may become issuable pursuant to the adjustment provisions of the Plan.
(3)
In accordance with Rule 457(h)(1) of the Securities Act, the price of the securities has been estimated pursuant to Rule 457(c) of the Securities Act solely for the purpose of calculating the registration fee, and the price listed is the average of the high and low prices of the Shares as reported by NYSE on May 26, 2020 of $31.94.





EXPLANATORY NOTE

The Registrant is filing this Registration Statement on Form S-8 to register the offer and sale of 6,019,255 shares of Common Stock that may be issued under the Plan which shares consist of (a) 3,069,255 shares of our common stock available for awards under Registrant’s HollyFrontier Corporation Long-Term Incentive Compensation Plan (the “Current LTIP”) as of February 12, 2020 and (b) an additional 2,950,000 shares of Common Stock newly reserved for the Plan. Common Stock subject to an award (including an outstanding award under the Current LTIP) that expires or is canceled, forfeited, exchanged, settled in cash or otherwise terminated without delivery of shares will again be available for delivery pursuant to other awards under the Plan, although shares withheld or exchanged in payment of exercise price or tax withholding with respect to a stock option or stock appreciation right under either the Plan or the Current LTIP will not again be available.

PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The Registrant will send or give to all participants in the Plan the document(s) containing the information required by Part I of Form S-8, as specified in Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the “Commission”) under the Securities Act. In accordance with Rule 428, the Registrant has not filed such document(s) with the Commission, but such documents (along with the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II hereof) shall constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.


PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

Except to the extent that information is deemed furnished and not filed pursuant to securities laws and regulations, the following documents, which have been previously filed with the Commission, are incorporated by reference in this Registration Statement and will be deemed to be a part hereof:
(a)     The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed on February 20, 2020;
(b)    The Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed on May 7, 2020;
(c)    The Registrant’s Current Reports on Form 8-K filed on January 6, 2020, February 11, 2020, April 2, 2020, May 15, 2020, May 18, 2020, May 21, 2020 and June 1, 2020; and
(d)     The description of the Registrant’s common stock attached as Exhibit 4.7 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed on February 20, 2020, including any subsequently filed amendments and reports updating such description.
Except to the extent that information is deemed furnished and not filed pursuant to securities laws and regulations, all documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the termination of the offering made hereby will be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of the filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Article Seventh of the Registrant’s Amended and Restated Certificate of Incorporation provides that no director of the Registrant will be personally liable to the Registrant or its stockholders for monetary damages for breach of the director’s duty as a director, except that a director will remain liable to the extent provided by law if (i) the director breaches his duty of loyalty, (ii) the director commits acts or omissions not in good faith or that involve intentional misconduct or knowing violation of law, (iii) the director violates section 174 of the Delaware General Corporation Law (“DGCL”), or (iv) the director derives an improper personal benefit in any transaction. Article Seventh further provides that the Registrant will indemnify to the fullest extent allowed by law, and will advance expenses to,




any person who is (or is threatened to be) a defendant or witness in a proceeding by reason of the fact that he is or was a director or officer of the Registrant or is or was, at the request of the Registrant, serving another entity in any capacity.
Section 16 of Article V of the Registrant’s Amended and Restated By-Laws states that the Registrant will indemnify any person who is or was a party (or is threatened to be made a party) in any action by reason of being a director or officer of the Registrant or of another entity at the Registrant’s request, in accordance with and to the fullest extent permitted by the DGCL, including the advancement of expenses. The indemnity provided in Section 16 extends to the spouse or former spouse, heirs, executors or administrators of the covered director or officer. In addition to certain other conditions described in Section 16, the covered director or officer must permit the Registrant to participate in the proceeding, at its expense and through counsel of its own choosing, and must receive approval by the Registrant and the Registrant’s board of directors of any proposed settlement in order to receive indemnification.
The Registrant has entered into indemnification agreements with certain officers and each director (the “Indemnitees”) of the Registrant. Each indemnification agreement generally requires the Registrant to indemnify each Indemnitee for liabilities incurred to the fullest extent permitted by applicable law. Also, as permitted under applicable law, the indemnification agreements require the Registrant to advance reasonable expenses in defending any action provided that the Indemnitee may be required to reimburse the Registrant for the amounts if the Indemnitee ultimately is determined not to be entitled to indemnification from the Registrant. The Registrant will also indemnify each Indemnitee for costs and expenses in any action to establish Indemnitee’s right to indemnification, whether or not Indemnitee ultimately prevails, subject to certain exceptions. In general, the disinterested directors on the Registrant’s board of directors have the authority to determine each Indemnitee’s right to indemnification. However, such determination may also be made by independent legal counsel if there are no disinterested directors on the Registrant’s board of directors or if the Indemnitee so elects. The indemnification agreements require, subject to certain exceptions, that each Indemnitee be covered by any insurance policy providing for directors’ and officers’ liability insurance coverage maintained by the Registrant to the extent coverage for such Indemnitee under such policy is available on commercially reasonable terms
Item 7. Exemption from Registration Claimed.
Not applicable.
  Item 8.    Exhibits.
 
Exhibit Number
Description
4.1
Amended and Restated Certificate of Incorporation of HollyFrontier Corporation, previously filed with the Commission as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-03876) on July 8, 2011, and incorporated herein by reference.
4.2
Amended and Restated By-Laws of HollyFrontier Corporation, previously filed with the Commission as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-03876) on February 20, 2014, and incorporated herein by reference.
4.3
HollyFrontier Corporation 2020 Long Term Incentive Plan, previously filed with the Commission as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-03876) on May 15, 2020, and incorporated herein by reference.
4.4*
5.1*
23.1*
23.2*
24.1*
Power of Attorney (included on the signature pages hereto).

*Filed herewith

Item 9. Undertakings.
 
    (a)    The undersigned Registrant hereby undertakes:
 
(1)    To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
 
(i)    to include any prospectus required by Section 10(a)(3) of the Securities Act;
 
(ii)    to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in




volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
 
(iii)    to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2)    That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
(3)    To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
 
    (b)    The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
    (c)    Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.




SIGNATURES
 
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on the 1st day of June, 2020.


HOLLYFRONTIER CORPORATION


By: /s/ Michael C. Jennings
Michael C. Jennings
Chief Executive Officer and President
 




POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Each person whose signature appears below hereby appoints Michael C. Jennings acting alone, his or her true and lawful attorney-in-fact with full power of substitution or re-substitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign on such person’s behalf, individually and in each capacity stated below, any and all amendments, including post-effective amendments to this Registration Statement, and to sign any and all additional registration statements relating to the same offering of securities of the Registration Statement that are filed pursuant to Rule 462(b) under the Securities Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorney-in-fact, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.


Signature
 
Title
 
Date
 
 
 
 
 
/s/ Michael C. Jennings
 
Chief Executive Officer, President and Director
(Principal Executive Officer)
 
June 1, 2020
Michael C. Jennings
 
 
 
 
/s/ Richard L. Voliva III
 
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
 
June 1, 2020
Richard L. Voliva III
 
 
 
 
/s/ Indira Agarwal
 
Vice President, Controller and Chief Accounting Officer
(Principal Accounting Officer)
 
June 1, 2020
Indira Agarwal
 
 
 
 
/s/ Franklin Myers
 
Chairman of the Board
 
June 1, 2020
Franklin Myers
 
 
 
 
/s/ Anne-Marie N. Ainsworth
 
Director
 
June 1, 2020
Anne-Marie N. Ainsworth
 
 
 
 
/s/ Douglas Y. Bech
 
Director
 
June 1, 2020
Douglas Y. Bech
 
 
 
 
/s/ Anna C. Catalano
 
Director
 
June 1, 2020
Anna C. Catalano
 
 
 
 
/s/ Leldon E. Echols
 
Director
 
June 1, 2020
Leldon E. Echols
 
 
 
 
/s/ R. Craig Knocke
 
Director
 
June 1, 2020
R. Craig Knocke
 
 
 
 
/s/ Robert J. Kostelnik
 
Director
 
June 1, 2020
Robert J. Kostelnik
 
 
 
 
/s/ James H. Lee
 
Director
 
June 1, 2020
James H. Lee
 
 
 
 
/s/ Michael E. Rose
 
Director
 
June 1, 2020
Michael E. Rose
 
 
 
 









INDEX TO EXHIBITS
 
Exhibit Number
Description
4.1
Amended and Restated Certificate of Incorporation of HollyFrontier Corporation (incorporated by reference to Exhibit 3.1 of Registrant’s Current Report on Form 8-K filed on July 8, 2011 (File No. 001-03876)).
4.2
Amended and Restated By-Laws of HollyFrontier Corporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on November 21, 2011 (File No. 001-03876)).
4.3
HollyFrontier Corporation 2020 Long Term Incentive Plan, previously filed with the Commission as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-03876) on May 15, 2020, and incorporated herein by reference.
4.4*
5.1*
23.1*
23.2*
24.1*
Power of Attorney (included on the signature pages hereto).
*Filed herewith



Exhibit 4.4

HOLLYFRONTIER CORPORATION
2020 LONG TERM INCENTIVE PLAN (THE “PLAN”)
SUB-PLAN FOR U.K. EMPLOYEES (THE “SUB-PLAN”)
This Sub-Plan is a sub-plan of the Plan and has been created and approved in accordance with the provisions of Section 3(e)(iv) of the Plan. Terms defined in the Plan shall have the same meanings in this Sub-Plan unless otherwise defined in this Sub-Plan.
SECTION 1    Definitions. As used in this Sub-Plan and/or any Award Agreement under this Sub-Plan, the following terms shall have the meanings set forth below.
(a)    “Employer’s NICs” means the amount of secondary Class 1 national insurance contributions payable in respect of any Award.
(b)    “FPO” means the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 of the United Kingdom (as may be amended from time to time).
(c)    “FSMA” means the Financial Services and Markets Act 2000 of the United Kingdom (as may be amended from time to time).
(d)    “Group” has the meaning given to that term under FSMA.
(e)    “U.K. Employee” means an employee or former employee of the Company or of any Affiliate (provided that such Affiliate is a member of the Company’s Group) who is resident in the United Kingdom.
SECTION 2    Purpose.
(a)    The purpose of this Sub-Plan is primarily to establish a sub-plan under the auspices of the Plan that will apply to Awards to be made to U.K. Employees. As a result:
(i)    All Awards to U.K. Employees shall be made under this Sub-Plan;
(ii)    No Awards shall be made under this Sub-Plan to any person other than a U.K. Employee, and this Sub-Plan shall not apply to any Awards made under the Plan to any such other person; and
(iii)    Section 5(a) of the Plan shall be deemed amended accordingly insofar as it applies to this Sub-Plan.
(b)    The provisions of the Sub-Plan vary from those applicable under the Plan so as to
(i)    enable the Sub-Plan (and any Awards made or proposed to be made under the Sub-Plan, and communications concerning those Awards) to take advantage of certain exemptions available in the United Kingdom from certain prohibitions and restrictions which



might otherwise apply to such grants and communications in the United Kingdom under the regulatory regime established under FSMA; and
(ii)    take account of United Kingdom tax treatment of the Awards.
(c)    No Award shall be granted under this Sub-Plan unless such Award relates to a type of investment set out or referred to in Article 60(1) of the FPO. Section 6 of the Plan shall be deemed amended accordingly insofar as it applies to this Sub-Plan.
SECTION 3    Interaction with the Plan.
(a)    This Sub-Plan should be read in conjunction with the Plan and is subject to the terms and conditions of the Plan except to the extent that the terms and conditions of the Plan differ from or conflict with the terms set out in this Sub-Plan, in which event, the terms set out in this Sub-Plan shall prevail.
(b)    Subject to the other provisions of this Sub-Plan, the provisions of the Plan will apply to this Sub-Plan as if references therein to the Plan were references to this Sub-Plan.
SECTION 4    Taxes
(a)    Section 9(a) of the Plan shall not apply to this Sub-Plan.
(b)    All Awards under this Sub-Plan shall be subject to applicable United Kingdom taxes and national insurance contributions. As a condition to the issuance, vesting, exercise or settlement of any Award, the Participant shall be required to pay to the Company or any relevant Affiliate that employs the Participant, or make other arrangements satisfactory to the Company or the relevant Affiliate to provide for the payment of, any national, federal, state or local or other taxes, social security and employee’s United Kingdom national insurance contributions (“Employment Taxes”) that the Company or the relevant Affiliate is required to withhold, or in respect of which the Company or the relevant Affiliate is required to account to any tax authority including HM Revenue & Customs (“HMRC”), with respect to any income or gains arising or deemed to arise to the Participant in connection with any Award (including for the avoidance of doubt in connection with the exercise of any Option and/or vesting, holding or disposal of any Stock received pursuant to any Award). The Committee, in its discretion, may permit the satisfaction of such Employment Taxes by having Stock withheld from delivery with respect to any Award up to a value that does not exceed the relevant required amount of Employment Taxes, and the Committee, in its discretion, may take such other action as the Committee may deem advisable to enable the Company, its Affiliates and Participants to satisfy the obligation for such Employment Taxes relating to any Award in such amounts may be determined by the Committee. The Committee shall determine, in its sole discretion, the form of payment acceptable to satisfy such Employment Tax obligation, including the delivery of cash or cash equivalents, Stock (including through delivery of previously owned shares, net settlement, a broker-assisted sale, or other cashless withholding or reduction of the amount of shares otherwise issuable or delivered pursuant to the Award; provided that if the Employment Tax obligation is satisfied by net settlement, for tax purposes, the Participant is deemed to have been issued the


full number of shares of Stock subject to the Award, notwithstanding that a number of shares of Stock are withheld solely for purposes of satisfying the Employment Tax obligation), other property, or any other legal consideration the Committee deems appropriate. Any determination made by the Committee to allow a Participant who is subject to Rule 16b-3 to pay such taxes or other amounts with shares of Stock through net settlement or previously owned shares shall be approved by either a committee made up of solely two or more Qualified Members or the full Board. If such obligations for taxes or other amounts are satisfied through net settlement or previously owned shares, the maximum number of shares of Stock that may be so withheld or surrendered shall be the number of shares of Stock that have an aggregate Fair Market Value on the date of withholding or surrender equal to the aggregate amount of such liabilities for taxes and other amounts determined based on the greatest withholding rates for taxes and other amounts that may be utilized without creating adverse accounting treatment for the Company with respect to such Award, as determined by the Committee. The Company or the relevant Affiliate is authorised to withhold from (i) any Award made, (ii) any payment relating to an Award under this Sub-Plan, including from a distribution of Stock, and (iii) any payroll or other payment to a Participant, the amount of required Employment Taxes due or potentially payable in connection with any transaction involving an Award under this Sub-Plan to the maximum extent permitted by law and regulation. To the extent any amount is withheld by the Company in accordance with this section, such amount shall either be remitted to the relevant Affiliate on behalf of the Participant, or deemed to have been so remitted where the amount is paid to a relevant tax authority on behalf of such relevant Affiliate.
(c)    The Participant may be required as a condition precedent to acquiring any Stock or exercising any Option to enter into a joint election under Section 431(1) of the United Kingdom Income Tax (Earnings and Pensions) Act 2003 for the full disapplication of Chapter 2 of Part 7 of that Act.
(d)    In accepting any relevant Award, the Participant shall, if so required by the Company and to the extent lawful, agree with and undertake to the Company and any relevant Affiliate that is a “secondary contributor” in respect of Class I national insurance contributions payable in respect of the Award (or any Stock award in connection therewith) that the Company or relevant Affiliate may recover from the Participant the whole or part of any Employer’s NICs; and the Participant shall either (A) (if so required the Company) join with the Company or relevant Affiliate in making an election (in such terms and such form and subject to such approval by HMRC as provided in paragraph 3B of Schedule 1 to the Social Security Contributions and Benefits Act 1992) for the whole or part of any liability of the Company or relevant Affiliate for Employer’s NICs to be transferred to the Participant, or (B) enter into a joint agreement with the Company or relevant Affiliate at the time of the Award for the reimbursement by the Participant to the Company or relevant Affiliate for such Employer’s NICs.



SECTION 5    General.
(a)    The Sub-Plan, and any Awards granted hereunder, shall be governed, construed and administered in accordance with the laws of the State of Texas, without reference to its conflict of laws provisions.
(b)    The terms and conditions provided in this Sub-Plan are severable and if (despite the provisions of Section 5(a) of this Sub-Plan) any one or more provisions (or the effect of any such provision) are determined to be illegal or otherwise unenforceable under any applicable law, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

Exhibit 5.1


EXHIBIT51HFCFORMS8LEG_IMAGE2.GIF


June 1, 2020
HollyFrontier Corporation
2828 N. Harwood, Suite 1300
Dallas, Texas 75201
Ladies and Gentlemen:
We have acted as counsel for HollyFrontier Corporation, a Delaware corporation (the “Company”), in connection with the Company’s registration under the Securities Act of 1933, as amended (the “Act”), of the offer and sale of an aggregate of up to 6,019,255 shares of the Company’s common stock, par value $0.01 per share (the “Shares”), pursuant to the Company’s registration statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission on June 1, 2020, which Shares may be issued from time to time in accordance with the terms of the HollyFrontier Long Term Incentive Plan (as amended from time to time, the “Plan”).
In reaching the opinions set forth herein, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of such documents and records of the Company and such statutes, regulations and other instruments as we deemed necessary or advisable for purposes of this opinion, including (i) the Registration Statement, (ii) certain resolutions adopted by the board of directors of the Company, (iii) the Plan, and (iv) such other certificates, instruments, and documents as we have considered necessary for purposes of this opinion letter. As to any facts material to our opinions, we have made no independent investigation or verification of such facts and have relied, to the extent that we deem such reliance proper, upon certificates of public officials and officers or other representatives of the Company.
We have assumed (i) the legal capacity of all natural persons, (ii) the genuineness of all signatures, (iii) the authority of all persons signing all documents submitted to us on behalf of the parties to such documents, (iv) the authenticity of all documents submitted to us as originals, (v) the conformity to authentic original documents of all documents submitted to us as copies, (vi) that all information contained in all documents reviewed by us is true, correct and complete, and (vii) that the Shares will be issued in accordance with the terms of the Plan.
Based on the foregoing and subject to the limitations set forth herein, and having due regard for the legal considerations we deem relevant, we are of the opinion that the Shares have been duly authorized and, when the Shares are issued by the Company in accordance with the terms of the Plan and the instruments executed pursuant to the Plan, as applicable, that govern the awards to which any Share relates, the Shares will be validly issued, fully paid and non-assessable.
This opinion is limited in all respects to the General Corporation Law of the State of Delaware. We express no opinion as to any other law or any matter other than as expressly set forth above, and no opinion as to any other law or matter may be inferred or implied herefrom. The opinions expressed herein are rendered as of the date hereof and we expressly disclaim any obligation to update this letter or advise you of any change in any matter after the date hereof.

Vinson & Elkins LLP Attorneys at Law
Austin Dallas Dubai Hong Kong Houston London New York
Richmond Riyadh San Francisco Tokyo Washington

Trammell Crow Center, 2001 Ross Avenue, Suite 3900
Dallas, TX 75201-2975
Tel +1.214.220.7700 Fax +1.214.220.7716  www.velaw.com





This opinion may be filed as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,


/s/ Vinson & Elkins LLP
Vinson & Elkins L.L.P.




Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the HollyFrontier Corporation Long-Term Incentive Compensation Plan of our reports dated February 20, 2020, with respect to the consolidated financial statements of HollyFrontier Corporation and the effectiveness of internal control over financial reporting of HollyFrontier Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 2019, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Dallas, Texas
June 1, 2020