NGL Crude Cushing S-4Registration of securities issued in business combination transactions

Exhibit 5.1

January 9, 2020

NGL Energy Partners LP
6120 S. Yale, Suite 805
Tulsa, Oklahoma 74136

Re:                             NGL Energy Partners LP and NGL Energy
Finance Corp. Registration Statement on Form S-4.

Ladies and Gentlemen:

We have acted as special counsel to NGL Energy Partners LP, a Delaware limited partnership (the “Partnership”), and NGL Energy Finance Corp., a Delaware corporation (“NGL Finance” and, together with the Partnership, the “Issuers”), in connection with the public offering of $450,000,000 aggregate principal amount of the Issuers’ 7.5% Senior Notes due 2026 (the “Exchange Notes”), which are to be guaranteed pursuant to guarantees thereof (the “Guarantees”) by each of the subsidiaries of the Partnership that is listed in Exhibit A hereto (the “Guarantors”).  The Issuers and the Guarantors are referred to collectively herein as the “Obligors.”

The Exchange Notes are to be issued under the Indenture (as defined below) pursuant to an exchange offer (the “Exchange Offer”) by the Issuers, in exchange for a like principal amount of the Issuers’ issued and outstanding 7.5% Senior Notes due 2026 (the “Original Notes”), as contemplated by the Registration Rights Agreement (as defined below).

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”).

In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of:

(i)            the registration statement on Form S-4 of the Obligors, filed with the Securities and Exchange Commission (the “SEC”) on January 9, 2020 (the “Registration Statement”);

(ii)           the Registration Rights Agreement dated as of April 9, 2019 (the “Registration Rights Agreement”) among the Issuers, the subsidiaries of the Partnership party thereto and the initial purchasers party thereto;

NGL Energy Partners LP

January 9, 2020

Page 2

(iii)          the Indenture dated as of April 9, 2019 (the “Indenture”) among the Issuers, the subsidiaries of the Partnership party thereto and U.S. Bank National Association, as trustee (the “Trustee”); and

(iv)          the form of the Exchange Notes attached as an exhibit to the Indenture.

We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Obligors and such agreements, certificates of public officials, certificates of officers or other representatives of the Obligors and others, and such other documents, certificates and records as we have deemed necessary or appropriate as a basis for the opinions set forth herein.  In rendering the opinions set forth below, we have assumed and have not verified (i) the genuineness of the signatures on all documents that we have examined, (ii) the legal capacity of all natural persons, (iii) the authenticity of all documents supplied to us as originals, (iv) the conformity to the authentic originals of all documents supplied to us as certified, photostatic or faxed copies, (v) the authenticity of the originals of such latter documents and (vi) that the Exchange Notes will be issued in the manner described in the Registration Statement.  As to any facts material to the opinions expressed herein that we did not independently establish or verify, we have relied, to the extent we deem appropriate, upon (i) oral or written statements and representations of officers and other representatives of the Obligors and (ii) statements and certifications of public officials and others.

We note that the Indenture (including the Guarantees set forth therein) and the Exchange Note include a provision stating that such instrument shall be governed by the laws of the State of New York.  We also note that the Issuers are organized under the laws of the State of Delaware and, as indicated in Exhibit A hereto, certain of the Guarantors are organized under the laws of the State of Delaware or the State of Texas.  We refer to such Guarantors as the “Covered Guarantors.”  Furthermore, we refer to the Issuers and the Covered Guarantors collectively herein as the “Covered Obligors,” and we refer to the Guarantors (other than the Covered Guarantors) as the “Non-Covered Guarantors.”

In conducting our examination of executed documents, we have assumed (i) the valid existence and good standing of each of the parties thereto (other than the Covered Obligors), (ii) that such parties (other than the Covered Obligors) had the power and authority (corporate, partnership, limited liability company or other) to enter into and to incur and perform all their obligations thereunder, (iii) the due authorization by all requisite action (corporate, partnership, limited liability company or other) by such parties (other than the Covered Obligors) and (iv) the due execution and delivery of such documents by such parties (other than the Covered Obligors), except to the extent such execution and delivery by the Non-Covered Guarantors are matters of the laws of the State of New York referred to below.

With respect to the assumptions stated in the immediately preceding paragraph as to the Non-Covered Guarantors, we note that the registrants under the Registration Statement have obtained and filed as exhibits thereto, the following legal opinions pertaining to each of the Non-Covered Guarantors: (i) a legal opinion of Holland & Hart LLP, as to the valid existence under the laws of the State of Wyoming of the Non-Covered Guarantor organized under such

Exhibit A

Guarantors

A-1

A-2