April 16, 2024
“Subordinated Debt Securities” and, together with the Senior Debt Securities, the “Partnership Debt Securities”) and (h) guarantees (the “Guarantees”) of Partnership Debt Securities by certain subsidiaries of the Partnership, including the Companies (the “Subsidiary Guarantors”), named in the Registration Statement (the “Partnership Debt Securities, together with (if such Partnership Debt Securities have been guaranteed by Subsidiary Guarantors) the related Guarantees of such Subsidiary Guarantors, being referred to herein as the “Debt Securities”) or any combination of the foregoing, each on terms to be determined at the time of each offering. As used herein, “Other Subsidiary Guarantors” means the Subsidiary Guarantors other than the Companies. The Registration Statement provides that the Securities may be offered from time to time in amounts, at prices, and on terms to be set forth in one or more supplements to the Base Prospectus (each, a “Prospectus Supplement”). This opinion is being furnished at the request of the Partnership.
We have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Indenture for the Senior Debt Securities dated as of May 21, 2015, filed as Exhibit 4.12 to the Registration Statement, among the Partnership, Genesis Finance, the Companies, the Other Subsidiary Guarantors, and Regions Bank, as successor trustee (the “Base Indenture”), the form and terms (including whether Genesis Finance is co-issuer thereof and any Guarantees) of any series of Senior Debt Securities issued under such Indenture to be established by and set forth in an officers’ certificate or supplemental indenture to such Indenture, (ii) a form of the Indenture for the Subordinated Debt Securities filed as Exhibit 4.13 to the Registration Statement to be entered into by the Partnership, Genesis Finance, the Companies, the Other Subsidiary Guarantors, and Regions Bank, as trustee (together with the trustee referred to in (i), each a “Trustee”) (the indentures in (i) and (ii) are each referred to herein as an “Indenture”), the form and terms (including whether Genesis Finance is co-issuer thereof and any Guarantees) of any series of Debt Securities issued under such Indenture to be established by and set forth in an officers’ certificate or a supplemental indenture to such Indenture, (iii) photostatic copies of each of the articles of organization of Red River Terminals, L.L.C. and TDC, L.L.C., the Operating Agreement, dated July 25, 2007, of TDC, L.L.C. and the Amended and Restated Operating Agreement, dated July 11, 2007, of Red River Terminals, L.L.C., (iv) Secretary’s certificate dated as of April 16, 2024 with attached certified resolutions of the Companies, (v) certificate of the Secretary of State of Louisiana certifying as to the good standing of the Companies under the laws of the State of Louisiana as of April 11, 2024 (the “Good Standing Certificate”), and (vi) such other certificates and documents of officials of the Companies and public officials and others as we have deemed appropriate for purposes of this letter.
We have assumed, without independent investigation or verification: (i) the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to authentic original documents of all copies submitted to us as conformed and certified or reproduced copies; (ii) the legal capacity, competency, and authority of all persons or entities executing all agreements, instruments, corporate, limited partnership, and limited liability company records, certificates, and other documents submitted to us; (iii) the existence and entity power of each party to the Indenture other than the Companies; (iv) that each member and manager of the Companies (and each member, owner, or manager of any tier thereof) is validly existing and in good standing under the law of the jurisdiction of its formation; and has taken all action necessary or received all necessary authorizations under any applicable organizational documents and applicable law to authorize the execution and delivery of the articles of organization and operating agreements and resolutions and authorizations governing the Companies and the execution and delivery by the Companies and the performance by the Companies of their respective obligations under each Indenture, Registration Statement, Base Prospectus, Prospectus Supplement, Guarantee, and Debt
2