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8-K - 8-K - GLOBAL PARTNERS LPa10-6591_18k.htm
EX-1.1 - EX-1.1 - GLOBAL PARTNERS LPa10-6591_1ex1d1.htm
EX-8.1 - EX-8.1 - GLOBAL PARTNERS LPa10-6591_1ex8d1.htm

EXHIBIT 5.1

 

March 18, 2009

 

Global Partners LP

P.O. Box 9161

800 South Street

Waltham, Massachusetts 02454-9161

 

Ladies and Gentlemen:

 

We have acted as counsel for Global Partners LP, a Delaware limited partnership (the “Partnership”), with respect to certain legal matters  in connection with (i) the offer and sale (the “Offering”) by the Partnership of 3,400,000 common units representing limited partner interests in the Partnership (the “Firm Units”), and 510,000 additional common units (the “Option Units” and, together with the Firm Units, the “Units”), each of which are being sold pursuant to the Underwriting Agreement, dated as of March 16, 2010 (the “Underwriting Agreement”), among the Partnership, Global GP LLC, a Delaware limited liability company and the general partner of the Partnership, Global Operating LLC, a Delaware limited liability company and the wholly-owned subsidiary of the Partnership, and Barclays Capital Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, for themselves and as representatives of the underwriters named on Schedule 1 thereto (the “Underwriters”); and (ii) the filing of the Partnership’s Registration Statement on Form S-3 (Registration No. 333-140525), as filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Act”), on February 8, 2007, and as amended pursuant to Amendment No. 1 to the Partnership’s Registration Statement relating to the Units on Form S-3 as filed with the SEC under the Act on April 3, 2007, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Act to be part of the registration statement at the time of its effectiveness (the “Registration Statement”), (iii) the filing with the SEC of the Partnership’s preliminary prospectus supplement, dated March 15, 2010, and the base prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, in the form filed with the SEC on March 15, 2010 pursuant to Rule 424(b)(5) under the Securities Act and accepted by the SEC with a filing date of March 15, 2010 (the “Preliminary Prospectus”); and (iv) the filing with the SEC of the Partnership’s final prospectus supplement, dated March 16, 2010, and the base prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, in the form filed with the SEC on March 16, 2010 pursuant to Rule 424(b)(2) under the Securities Act and accepted by the SEC with a filing date of March 16, 2010 (the “Prospectus”).

 

In connection with rendering the opinion hereinafter set forth, we have examined (i) the Underwriting Agreement; (ii) the Registration Statement; (iii) the Preliminary Prospectus; (iv) the Prospectus; (v) the Partnership’s Third Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”); (vi) the Second Amended and Restated Limited Liability Company Agreement of the General Partner; (vii) resolutions of the Board of Directors of the General Partner relating to the Offering; (viii) resolutions of the Partnership relating to the Offering; and (ix) such other documents and records as we have deemed necessary or advisable for purposes of the opinions expressed below, including the other documents delivered on the date hereof in connection with the closing of the Offering pursuant to the Underwriting Agreement.

 

In connection with rendering the opinion 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) all documents submitted to us as originals are authentic and all documents submitted to us as copies conform to the originals of those documents; and (iv) the Underwriting Agreement has been duly authorized, executed and delivered by the Underwriters and constitutes a legal, valid and binding obligation of the Underwriters, and that the Underwriters have the requisite organizational and legal power and authority to perform their obligations under the Underwriting Agreement.

 



 

Based on the foregoing and on such legal considerations as we deem relevant, we are of the opinion that the Units to be issued and sold by the Partnership to the Underwriters pursuant to the Underwriting Agreement have been duly authorized and, upon payment and delivery in accordance with the Underwriting Agreement, will be validly issued, fully paid and non-assessable.

 

The opinion expressed is limited in all respects to the laws of the State of New York, Delaware Revised Uniform Limited Partnership Act (including the applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting these laws), the Delaware Limited Liability Company Act (including the applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting these laws) and the federal laws of the United States of America, and we are expressing no opinion as to the effect of the laws of any other jurisdiction, domestic or foreign.

 

We hereby consent to the filing of this opinion as an exhibit to the Current Report on Form 8-K of the Partnership dated on or about the date hereof and to the use of our name in the Prospectus Supplement and the Prospectus under the caption “Legal Matters.” In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations thereunder.

 

 

Very truly yours,

 

 

 

/s/ VINSON & ELKINS L.L.P.

 

 

 

Vinson & Elkins L.L.P.