Attached files
file | filename |
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S-1/A - AMENDMENT NO. 7 TO FORM S-1 - PBF Energy Inc. | d445931ds1a.htm |
EX-1.1 - EXHIBIT 1.1 - PBF Energy Inc. | d445931dex11.htm |
EX-23.4 - EXHIBIT 23.4 - PBF Energy Inc. | d445931dex234.htm |
EX-23.1 - EXHIBIT 23.1 - PBF Energy Inc. | d445931dex231.htm |
EX-23.2 - EXHIBIT 23.2 - PBF Energy Inc. | d445931dex232.htm |
EX-23.3 - EXHIBIT 23.3 - PBF Energy Inc. | d445931dex233.htm |
Exhibit 5.1
December 3, 2012
PBF Energy Inc.
One Sylvan Way, Second Floor
Parsippany, NJ 07054
Ladies and Gentlemen:
We have acted as counsel to PBF Energy Inc., a Delaware corporation (the Company), in connection with the Registration Statement on Form S-1 (the Registration Statement) filed by the Company with the Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as amended (the Act), relating to the issuance by the Company of up to 18,975,000 shares of Class A Common Stock, par value $0.001 per share (together with any additional shares of such stock that may be issued by the Company pursuant to Rule 462(b) (as prescribed by the Commission pursuant to the Act) in connection with the offering described in the Registration Statement, the Shares).
We have examined the Registration Statement and a form of the Amended and Restated Certificate of Incorporation of the Company (the Amended Certificate), which has been filed with the Commission as an exhibit to the Registration Statement. We also have examined the originals, or duplicates or certified or conformed copies, of such corporate and other records, agreements, documents and other instruments and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth. As to questions of fact material to this opinion, we have relied upon certificates or comparable documents of public officials and of officers and representatives of the Company.
In rendering the opinion set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as
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duplicates or certified or conformed copies and the authenticity of the originals of such latter documents.
Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that when the Amended Certificate has been duly filed with the Secretary of State of the State of Delaware and upon payment and delivery in accordance with the applicable definitive underwriting agreement approved by the board of directors of the Company, the Shares will be duly authorized, validly issued, fully paid and nonassessable.
We do not express any opinion herein concerning any law other than the Delaware General Corporation Law.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the use of our name under the caption Legal Matters in the Prospectus included in the Registration Statement. In giving such consent, we do not admit hereby that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Stroock & Stroock & Lavan LLP
STROOCK & STROOCK & LAVAN LLP