Opinion of local counsel for TDC, L.L.C. to be delivered pursuant to Section 5 of the Underwriting Agreement.
(i) TDC, L.L.C. is validly existing as a limited liability company and is in good standing under the laws of the State of Louisiana.
(ii) TDC, L.L.C. has the limited liability power and authority to own its respective properties and conduct its business, in each case in all material respects as described in the Registration Statement and the Prospectus Supplement.
(iii) The execution of the Underwriting Agreement by the Partnership, and the consummation of the transactions by the Partnership contemplated by the Underwriting Agreement does not constitute a breach of, or default under, the articles of organization of TDC, L.L.C. or the Operating Agreement of TDC, L.L.C. as a subsidiary of the Partnership.
(iv) The membership interests of TDC, L.L.C. are validly authorized, issued, fully paid, non-assessable equity interests (except as such non-assessability may be affected by the provisions on additional capital contributions contained in the Operating Agreement of TDC, L.L.C. or in connection with the obligation of a member of a Louisiana limited liability company to return any wrongful distributions under La. R.S. 12:1328).
(v) The execution of the Underwriting Agreement by the Partnership, and the consummation of the transactions by the Partnership contemplated by the Underwriting Agreement do not create any security interest in, or lien, claim, charge or encumbrance upon, any property or assets, pursuant to the respective articles of organization of TDC, L.L.C or the laws of the State of Louisiana.
(vi) The execution of the Underwriting Agreement by the Partnership and the consummation of the transactions by the Partnership contemplated by the Underwriting Agreement, as applicable to TDC, L.L.C. do not constitute a breach of, or default under, any State of Louisiana statute, rule, or regulation of general applicability which, in our experience, is normally applicable to transactions of the type contemplated by the Underwriting Agreement; provided, we express no opinion as to (a) laws of any counties, cities, towns, municipalities and special political subdivisions, and any agencies thereof, (b) laws relating to land use, zoning and building code issues, taxes, environmental issues, intellectual property laws, antitrust issues, the Employee Retirement Income Security Act of 1974, as amended, and Federal Reserve Board margin regulation issues, (c) laws, rules and regulations relating to the regulation of the conduct of the businesses of TDC, including, without limitation, refining services, gathering, transporting (by barge, pipeline, ship, truck or other modes of transportation), terminalling, storing, producing, acquiring, developing, exploring for, processing, dehydrating, marketing, trading, fractionating, mining and otherwise handling hydrocarbons (including crude oil, natural gas, condensate, natural gas liquids, liquefied natural gas and refined petroleum products), sulfur, sodium chloride, carbon dioxide, sodium hydrosulfide, caustic soda, trona and soda ash, including constructing pipeline, platform, dehydration, processing and other related facilities, and activities, services or derivative products related or ancillary thereto, (d) laws, rules or regulations relating to the Public Utility Holding Company Act of 1935, as amended, and the rules and regulations promulgated by the Commission thereunder, (e) matters administered by the Federal Energy Regulatory Commission, and (f) state and federal securities laws.