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Delaware
Delaware (State or Other Jurisdiction of Incorporation or Organization) |
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74-3140887
20-8324983 (I.R.S. Employer Identification Number) |
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| Large accelerated filer ☐ | | | Accelerated filer ☒ | | | Non-accelerated filer ☐ | | | Smaller reporting company ☐ | |
| | | | | | | | | | Emerging growth company ☐ | |
Exact Name of Registrant as Specified in Its Charter
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State or Other
Jurisdiction of Incorporation or Organization |
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IRS Employer
Identification Number |
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Global Operating LLC
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Delaware
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74-3140890
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Global Companies LLC
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Delaware
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04-3443029
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Glen Hes Corp.
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Delaware
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04-3540423
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Global Montello Group Corp.
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Delaware
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04-3443028
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Chelsea Sandwich LLC
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Delaware
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04-3443027
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Alliance Energy LLC
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Massachusetts
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04-3082096
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Bursaw Oil LLC
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Massachusetts
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04-1137410
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Cascade Kelly Holdings LLC
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Oregon
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27-1455470
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Global Partners Energy Canada ULC
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Alberta, Canada
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N.A.
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Warren Equities, Inc.
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Delaware
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05-0352363
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Warex Terminals Corporation
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New York
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14-1470268
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Drake Petroleum Company, Inc.
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Massachusetts
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04-2236089
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Puritan Oil Company, Inc.
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New Jersey
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21-0647639
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Maryland Oil Company, Inc.
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Delaware
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52-2173087
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Basin Transload, LLC.
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Delaware
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26-3777171
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Marginal Percentage Interest
in Distribution |
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Total Quarterly Distribution
Target Amount |
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Unitholders
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General Partner
and IDRs |
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Minimum Quarterly Distribution
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$0.4625
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| | | | 99.33% | | | | | | 0.67% | | |
First Target Distribution
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$0.4625
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| | | | 99.33% | | | | | | 0.67% | | |
Second Target Distribution
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above $0.4625 up to $0.5375
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| | | | 86.33% | | | | | | 13.67% | | |
Third Target Distribution
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above $0.5375 up to $0.6625
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| | | | 76.33% | | | | | | 23.67% | | |
Thereafter
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above $0.6625
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| | | | 51.33% | | | | | | 48.67% | | |
| Issuance of additional units | | | Except in the case of the issuance of units that rank equal to or senior to the Series A Preferred Units, no approval required. | |
| Amendment of our partnership agreement | | | Certain amendments may be made by our general partner without the approval of the limited partners. Other amendments generally require the approval of a unit majority. Unless we have received the affirmative vote or consent of the holders of at least two-thirds of the outstanding Series A Preferred Units, voting as a separate class, we may not adopt any amendment to our partnership agreement that our general partner determines would have a material adverse effect on the terms of the Series A Preferred Units. Please read “— Amendment of Our Partnership Agreement.” | |
| Merger of our partnership or the sale of all or substantially all of our assets | | | Unit majority in certain circumstances. Please read “— Merger, Sale or Other Disposition of Assets.” | |
| Dissolution of our partnership | | | Unit majority. Please read “— Termination and Dissolution.” | |
| Continuation of our partnership upon dissolution | | | Unit majority. Please read “— Termination and Dissolution.” | |
| Removal of our general partner | | | Not less than 66⅔% of the outstanding common units, voting as a single class, including common units held by our general partner and its affiliates. Please read “— Withdrawal or Removal of Our General Partner.” | |
| Transfer of our general partner interest | | | Our general partner may transfer all, but not less than all, of its general partner interest in us without a vote of our limited partners to an affiliate or to another person in connection with its merger or consolidation with or into, or sale of all or substantially all of its assets to, such person. Please read “— Transfer of General Partner Interest.” | |
| Transfer of ownership interests in our general partner | | | No approval required at any time. Please read “— Transfer of Ownership Interests in Our General Partner.” | |
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SEC registration fee
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| | | $ | 54,550 | | |
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Legal fees and expenses
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| | | | * | | |
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Accounting fees and expenses
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Printing and engraving expenses
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Trustee fees
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Miscellaneous
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Total
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| | | $ | * | | |
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Signature
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Title
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/s/ ERIC SLIFKA
Eric Slifka
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President, Chief Executive Officer and Vice Chairman
(Principal Executive Officer) |
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/s/ DAPHNE H. FOSTER
Daphne H. Foster
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Chief Financial Officer and Director
(Principal Financial Officer) |
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/s/ MATTHEW SPENCER
Matthew Spencer
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Chief Accounting Officer
(Principal Accounting Officer) |
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/s/ RICHARD SLIFKA
Richard Slifka
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Chairman
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/s/ ANDREW SLIFKA
Andrew Slifka
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Executive Vice President and Director
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/s/ JOHN T. HAILER
John T. Hailer
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Director
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/s/ ROBERT J. MCCOOL
Robert J. McCool
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Director
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/s/ ROBERT W. OWENS
Robert W. Owens
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Director
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/s/ KENNETH I. WATCHMAKER
Kenneth I. Watchmaker
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Director
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Signature
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Title
|
|
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/s/ ERIC SLIFKA
Eric Slifka
|
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President, Chief Executive Officer and Director
(Principal Executive Officer) |
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/s/ DAPHNE H. FOSTER
Daphne H. Foster
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Chief Financial Officer
(Principal Financial Officer) |
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/s/ MATTHEW SPENCER
Matthew Spencer
|
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Chief Accounting Officer
(Principal Accounting Officer) |
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Signature
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Title
|
|
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/s/ ERIC SLIFKA
Eric Slifka
|
| |
President, Chief Executive Officer and Director
(Principal Executive Officer) |
|
|
/s/ DAPHNE H. FOSTER
Daphne H. Foster
|
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Chief Financial Officer
(Principal Financial Officer) |
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/s/ MATTHEW SPENCER
Matthew Spencer
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Chief Accounting Officer
(Principal Accounting Officer) |
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/s/ MARK ROMAINE
Mark Romaine
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Director
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Exhibit 5.1
January 21, 2021
Global Partners LP
GLP Finance Corp.
P.O. Box 9161
800 South Street
Waltham, Massachusetts 02544
Ladies and Gentlemen:
We have acted as counsel to Global Partners LP, a Delaware limited partnership (the “Partnership”), GLP Finance Corp., a Delaware corporation (“Finance Corp”), and certain other subsidiaries of the Partnership with respect to certain legal matters in connection with the preparation of a shelf registration statement on Form S-3 (the “Shelf Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), filed by the Partnership, Finance Corp and certain other subsidiaries identified on the Shelf Registration Statement (each, a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”) with the Securities and Exchange Commission (the “Commission”) in connection with the possible offer from time to time, pursuant to Rule 415 under the Securities Act, of up to $500,000,000 of:
(1) common units representing limited partner interests in the Partnership (the “Common Units”) by the Partnership;
(2) preferred units representing limited partner interests in the Partnership (the “Preferred Units”) by the Partnership;
(3) other classes of units representing limited partner interests in the Partnership (the “Other Units” and, together with the Common Units and Preferred Units, the “Partnership Units”) by the Partnership;
(4) debt securities, in one or more series, consisting of notes, debentures or other evidences of indebtedness (the “Debt Securities”) by the Partnership and Finance Corp, as co-issuers; and
(5) guarantees of the Debt Securities (the “Guarantees”) by the Subsidiary Guarantors.
The Partnership Units, Debt Securities and Guarantees are collectively referred to herein as the “Securities.” We have also participated in the preparation of the prospectus (the “Prospectus”) contained in the Shelf Registration Statement to which this opinion is an exhibit.
In rendering the opinions set forth below, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Shelf Registration Statement, including the Prospectus, (ii) the form of senior indenture (the “Senior Indenture”) and the form of subordinated indenture (the “Subordinated Indenture” and, together with the Senior Indenture, the “Indentures”), each filed as an exhibit to the Shelf Registration Statement, (iii) the Partnership’s Fourth Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”), (iv) the Partnership’s Certificate of Limited Partnership, (v) the certificates of incorporation, bylaws, limited liability company agreements, limited partnership agreements and other formation documents and agreements, as applicable, of Finance Corp and the Subsidiary Guarantors and (vi) such other certificates, statutes and other instruments and documents as we considered appropriate for purposes of the opinions hereafter expressed.
In connection with rendering the opinions set forth below, we have assumed that:
(i) all information contained in all documents reviewed by us is true and correct;
(ii) all signatures on all documents examined by us are genuine;
(iii) each person signing documents we examined has the legal authority and capacity to do so;
(iv) all documents submitted to us as originals are authentic and complete and all documents submitted to us as copies conform to the originals of those documents;
(v) each certificate from governmental officials reviewed by us is accurate, complete and authentic, and all official public records are accurate and complete;
(vi) the Shelf Registration Statement, and any amendments thereto (including post-effective amendments), will have become effective and comply with all applicable laws;
(vii) all Securities will be issued and sold in compliance with applicable federal and state securities laws and in the manner specified in the Shelf Registration Statement and any applicable supplement to the Prospectus;
(viii) one or more supplements to the Prospectus will have been prepared and filed with the Commission describing the Securities offered thereby and will comply with all applicable laws;
(ix) the Indentures, and any supplemental indenture relating to a particular series of Debt Securities, will be duly authorized, executed and delivered by the parties thereto in substantially the form reviewed by us;
(x) a definitive purchase, underwriting or similar agreement with respect to any Securities offered will have been duly authorized and validly executed and delivered by the Partnership the other parties thereto;
(xi) any securities issuable upon conversion, exchange or exercise of any Security being offered will have been duly authorized, created and, if appropriate, reserved for issuance upon such conversion, exchange or exercise;
(xii) the form and terms of any Debt Securities and Guarantees, the issuance, sale and delivery thereof by the Partnership, Finance Corp and the Subsidiary Guarantors, as applicable, and their incurrence and performance of their obligations thereunder or in respect thereof in accordance with the terms thereof, will be in full compliance with, and will not violate, the formation documents and agreements, as applicable, of the Partnership, Finance Corp and the Subsidiary Guarantors, as applicable, or any applicable law, rule, regulation, order, judgment, decree, award or agreement binding upon any of them, or to which the issuance, sale and delivery of such Debt Securities and Guarantees, or the incurrence and performance of such obligations, may be subject, or violate any applicable public policy, or be subject to any defense in law or equity; and
(xiii) the certificates for the Partnership Units will conform to the specimens thereof examined by us and will have been duly countersigned by a transfer agent and duly registered by a registrar of the Partnership Units.
Based on the foregoing and on such legal considerations as we deem relevant, we are of the opinion that:
(1) With respect to the Partnership Units when (i) the Partnership has taken all necessary action to approve the issuance and terms of such Partnership Units, the terms of the offering and related matters and (ii) the Partnership Units have been issued and delivered in accordance with the terms of the applicable definitive purchase, underwriting or similar agreement approved by the Partnership upon payment of the consideration therefor provided for therein, then the Partnership Units will be validly issued, fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Section 17-303, 17-607 or 17-804 of the Delaware Revised Uniform Limited Partnership Act (“DRULPA”) and as described in any supplement to the Prospectus and the Prospectus).
(2) With respect to the Debt Securities and the related Guarantees, when (i) the Indentures have been duly qualified under the Trust Indenture Act of 1939, as amended; (ii) the Partnership, Finance Corp and the Subsidiary Guarantors, as applicable, have taken all necessary action to approve the issuance and terms of such Debt Securities and Guarantees, the terms of the offering thereof and related matters; and (iii) such Debt Securities have been duly executed, authenticated, issued and delivered in accordance with the provisions of the applicable Indenture and the applicable definitive purchase, underwriting or similar agreement approved by the Partnership, Finance Corp and the Subsidiary Guarantors, as applicable, upon payment of the consideration therefor provided for therein, such Debt Securities and Guarantees will be legally issued and will constitute valid and legally binding obligations of the Partnership, Finance Corp and the Subsidiary Guarantors, as applicable, enforceable against the Partnership, Finance Corp and the Subsidiary Guarantors, as applicable, in accordance with their terms, except as such enforcement may be subject to any applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or other law relating to or affecting creditors’ rights generally and general principles of equity.
The opinions expressed herein are qualified in the following respects:
(i) We express no opinions concerning (a) the validity or enforceability of any provisions contained in the Indentures that purport to waive or not give effect to rights to notices, defenses, subrogation or other rights or benefits that cannot be effectively waived or rendered ineffective under applicable law or (b) the enforceability of indemnification or contribution provisions to the extent they purport to relate to liabilities resulting from or based upon negligence or any violation of federal or state securities or blue sky laws.
(ii) We express no opinion as to any matters other than as expressly set forth above, and no opinion on any other matter may be inferred or implied herefrom.
The opinions expressed herein are given as of the date hereof, and we undertake no, and hereby disclaim any, obligation to advise you of any change in any matter set forth herein.
We hereby consent to the references to this Firm under the caption “Legal Matters” in the Prospectus and to the filing of this opinion as an exhibit to the Shelf Registration Statement. In giving such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission issued thereunder.
This opinion is furnished to you in connection with the filing of the Shelf Registration Statement and is not to be used, circulated, quoted or otherwise relied on for any other purpose.
Very truly yours, | |
/s/ VINSON & ELKINS L.L.P. | |
Vinson & Elkins L.L.P. |
Exhibit 8.1 |
January 21, 2020
Global Partners LP
P.O. Box 9161,
800 South Street,
Waltham, Massachusetts 02454-9161
Re: Global Partners LP Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel for Global Partners LP (the “Partnership”), a Delaware limited partnership, with respect to certain legal matters in connection with the preparation of a Prospectus dated on or about the date hereof (the “Prospectus”) forming part of the Registration Statement on Form S-3 (the “Registration Statement”), to which this opinion is an exhibit. The Registration Statement relates to the registration by the Partnership under the Securities Act of 1933, as amended, (the “Securities Act”) of common units, preferred units and other classes of units, in each case, representing limited partner interests in the Partnership and debt securities of the Partnership. In connection therewith, we have provided this opinion with respect to U.S. federal income tax matters filed as Exhibit 8.1 to the Registration Statement.
This opinion is based on various facts and assumptions, and is conditioned upon certain representations made by the Partnership as to factual matters through a certificate of an officer of the Partnership (the “Officer’s Certificate”). In addition, this opinion is based upon the factual representations of the Partnership concerning its business, properties and governing documents as set forth in the Registration Statement.
In our capacity as counsel to the Partnership, we have made such legal and factual examinations and inquiries, including an examination of originals or copies certified or otherwise identified to our satisfaction of such documents, corporate records and other instruments, as we have deemed necessary or appropriate for purposes of this opinion. In our examination, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures thereon, the legal capacity of natural persons executing such documents and the conformity to authentic original documents of all documents submitted to us as copies. For the purpose of our opinion, we have not made an independent investigation or audit of the facts set forth in the above-referenced documents or in the Officer’s Certificate. In addition, in rendering this opinion we have assumed the truth and accuracy of all representations and statements made to us which are qualified as to knowledge or belief, without regard to such qualification.
We hereby confirm that all statements of legal conclusions contained in the discussion in the Registration Statement under the caption “Material U.S. Federal Income Tax Consequences” constitute the opinion of Vinson & Elkins L.L.P. with respect to the matters set forth therein as of the effective date of the Registration Statement, subject to the assumptions, qualifications, and limitations set forth therein. This opinion is based on various statutory provisions, regulations promulgated thereunder and interpretations thereof by the Internal Revenue Service and the courts having jurisdiction over such matters, all of which are subject to change either prospectively or retroactively. Also, any variation or difference in the facts from those set forth in the representations described above, including in the Registration Statement and the Officer’s Certificate, may affect the conclusions stated herein.
No opinion is expressed as to any matter not discussed in the Registration Statement under the caption “Material U.S. Federal Income Tax Consequences.” We are opining herein only as to the U.S. federal income tax matters described above, and we express no opinion with respect to the applicability to, or the effect on, any transaction of other federal laws, foreign laws, the laws of any state or any other jurisdiction or as to any matters of municipal law or the laws of any other local agencies within any state.
This opinion is rendered to you as of the effective date of the Registration Statement, and we undertake no obligation to update this opinion subsequent to the date hereof. This opinion is furnished to you and may be relied on by you in connection with the transactions set forth in the Registration Statement. In addition, this opinion may be relied on by persons entitled to rely on it pursuant to applicable provisions of federal securities law, including persons purchasing common units pursuant to the Registration Statement. However, this opinion may not be relied upon for any other purpose or furnished to, assigned to, quoted to or relied upon by any other person, firm or other entity, for any purpose, without our prior written consent.
We hereby consent to the filing of this opinion of counsel as an exhibit to the Registration Statement and the use of our name in the Registration Statement. In giving such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act.
Very truly yours,
/s/ VINSON & ELKINS L.L.P. | |
Vinson & Elkins L.L.P. |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the reference to our firm under the caption "Experts" in this Registration Statement (Form S-3 to be filed on or around January 21, 2021) and related Prospectus of Global Partners LP for the registration of common units representing limited partnership interests in Global Partners LP, preferred units representing limited partner interests in Global Partners LP, other classes of units representing limited partner interests in Global Partners LP, debt securities of Global Partners LP, and GLP Finance Corp. and guarantees of debt securities by subsidiaries of Global Partners LP, and to the incorporation by reference therein of our reports dated March 6, 2020, with respect to the consolidated financial statements and schedule of Global Partners LP, and the effectiveness of internal control over financial reporting of Global Partners LP, 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
Boston, Massachusetts
January 21, 2021