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[Andrews & Kurth L.L.P. Letterhead]
, 2001
Shamrock Logistics, L.P.
6000 North Loop 1604 West
San Antonio, Texas 78249-1112
Gentlemen:
We have acted as special counsel to Shamrock Logistics, L.P.,
a Delaware limited partnership (the "Partnership"), Riverwalk Logistics, L.P., a
Delaware limited partnership and the general partner of the Partnership (the
"General Partner"), and Shamrock Logistics GP, LLC, a Delaware limited liability
company and the general partner of the General Partner, in connection with the
registration under the Securities Act of 1933, as amended (the "Act"), of the
offering and sale of up to an aggregate of 4,600,000 common units representing
limited partner interests in the Partnership (the "Common Units").
As the basis for the opinion hereinafter expressed, we have
examined such statutes, regulations, corporate records and documents,
certificates of corporate and public officials, and other instruments as we have
deemed necessary or advisable for the purposes of this opinion. In such
examination we have assumed the authenticity of all documents submitted to us as
originals and the conformity with the original documents of all documents
submitted to us as copies.
Based on the foregoing and on such legal considerations as we
deem relevant, we are of the opinion that:
1. The Partnership has been duly formed and is validly
existing as a limited partnership under the Delaware Revised Uniform Limited
Partnership Act (the "Delaware Act").
2. The Common Units will, when issued and paid for as
described in the Partnership's Registration Statement on Form S-1 (File No.
333-43668) relating to the Common Units, as amended, be duly authorized, validly
issued, fully paid and nonassessable, except as such nonassessability may be
affected by the matters described below:
o If a court were to determine that the right or exercise of the
right under the Second Amended and Restated Agreement of
Limited Partnership of the Partnership (the "Partnership
Agreement") by the holders of Common Units and subordinated
units (the "Limited Partners") of the Partnership as a group
(i) to remove or replace the General
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Shamrock Logistics, L.P.
,2001
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Partner, (ii) to approve certain amendments to the Partnership
Agreement or (iii) to take certain other actions under the
Partnership Agreement that constitute "participation in the
control" of the Partnership's business for the purposes of the
Delaware Act, then the Limited Partners could be held
personally liable for the Partnership's obligations under the
laws of Delaware, to the same extent as the General Partner
with respect to persons who transact business with the
Partnership reasonably believing, based on the conduct of any
of the Limited Partners, that such Limited Partner is a
general partner.
o Section 17-607 of the Delaware Act provides that a limited
partner who receives a distribution and knew at the time of
the distribution that it was made in violation of the Delaware
Act shall be liable to the limited partnership for three years
for the amount of the distribution.
o Limitations on the liability of limited partners for the
obligations of a limited partner have not been clearly
established in many jurisdictions. If a court were to
determine that the Partnership was, by virtue of its limited
partner interest in Shamrock Logistics Operations, L.P. or
otherwise, conducting business in any state without compliance
with the applicable limited partnership statute, then the
Limited Partners could be held personally liable for the
Partnership's obligations under the law of that jurisdiction
to the same extent as the General Partner under the
circumstances.
This opinion is limited in all respects to the Delaware Act and the
federal laws of the United States of America insofar as such laws are
applicable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to us under the caption "Validity of
the Common Units" in the Prospectus. In giving such consent, we do not hereby
admit that we are in the category of such persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended.
Very truly yours,
/s/ Andrews & Kurth L.L.P.
