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EXHIBIT 5
November 6, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-1004
Attn.: Document Control - EDGAR
Re: Sunoco, Inc. Deferred Compensation Plan
Ladies and Gentlemen:
I am the Assistant General Counsel and Corporate Secretary of Sunoco, Inc.
(the "Company"), a Pennsylvania corporation. This opinion is being delivered in
connection with the preparation of a registration statement on Form S-8 (the
"Registration Statement"), which was filed by the Company with the Securities
and Exchange Commission (the "Commission") on the date hereof under the
Securities Act of 1933, as amended (the "Act"), concerning the registration of
deferred compensation obligations to be issued under the Sunoco, Inc. Deferred
Compensation Plan (the "Plan"). Capitalized terms used but not otherwise defined
herein have the meanings ascribed to them in the Registration Statement. This
opinion is being delivered in accordance with the requirements of Item 601(b)(5)
of Regulation S-K under the Act.
In connection with this opinion, I or members of my staff have examined
originals or copies, certified or otherwise identified to my satisfaction, of:
(a) the relevant minutes of the corporate proceedings of the Company and
the resolutions adopted by the Board of Directors of the Company in connection
with the authorization of the issuance of the deferred compensation obligations,
the Plan and related matters;
(b) the Registration Statement; and
(c) the Plan.
I or members of my staff have also made such examination of law and
examined originals, or copies certified or otherwise authenticated to my
satisfaction, of all such other corporate records, instruments, certificates of
public officials and/or bodies, certificates of officers and representatives of
the Company, and such other documents, and discussed with officers and
representatives of the Company such questions of fact, as I have deemed
necessary or appropriate as to form a basis for rendering the opinion
hereinafter expressed.
In my examination, I have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to me as originals, the conformity to original documents of all
documents submitted to me as certified or photostatic copies and the
authenticity of the originals of such copies. In making my examination of
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documents executed by parties other than the Company, I have assumed that such
parties had the power, corporate or other, to enter into and perform all
obligations thereunder and have also assumed the due authorization by all
requisite action, corporate or other, and execution and delivery by such parties
of such documents and that such documents constitute valid and binding
obligations of such parties. As to any facts material to the opinion expressed
herein which were not independently established or verified, I have relied upon
oral or written statements and representations of officers, trustees and other
representatives of the Company, and others.
I am admitted to the bar in the Commonwealth of Pennsylvania, and this
opinion is limited to the laws of the Commonwealth of Pennsylvania and the
federal law of the United States of America to the extent specifically referred
to herein. Accordingly, I express no opinion as to matters arising under the
laws of any other jurisdiction and have assumed for purposes of, and all matters
and issues in, this opinion that either the laws of the Commonwealth of
Pennsylvania have applied or that the laws of any other applicable jurisdiction
are identical in all respects to the laws of the Commonwealth of Pennsylvania.
Based on and subject to the foregoing and to the other qualifications and
limitations set forth herein, I am of the opinion that:
1. The Company is a corporation duly organized, incorporated and validly
existing under the laws of the Commonwealth of Pennsylvania and has all
corporate and other power and authority necessary to own its properties and to
carry on the business which it is presently conducting;
2. The Compensation Committee of the Board of Directors of the Company
present in person at a meeting duly called and held on February 2, 2000,
approved the Plan.
3. The deferred compensation obligations have been duly authorized under
the terms of the Plan, and such obligations will be binding obligations of the
Company, enforceable in accordance with the Plan, subject to bankruptcy,
insolvency, or other laws of general applicability that may relate to or affect
enforcement of creditor's rights or general equity principles.
I hereby consent to:
A. being named as counsel for the Company in the Registration Statement
and in any amendment thereto;
B. the use of this opinion in connection with the registration of the
interests to be distributed under the Plan, and the making in said Registration
Statement (and in any amendments thereto) of any statements now appearing in
said Registration Statement under the caption "Interests of Named Experts and
Counsel" or other similar heading, only insofar as such statements are
applicable to me; and
C. the filing of this opinion as an exhibit to the Registration
Statement.
In giving such consent, I do not hereby admit that I am in the category of
persons whose consent is required under Section 7 of the Act.
This opinion is furnished solely for the benefit of, and reliance shall be
limited to, the addressee hereof. This opinion is limited to the matters
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stated herein and no opinion is implied or may be inferred beyond the matters
expressly stated. I make no undertaking to supplement this opinion letter if
facts or circumstances come to my attention or if any change in law occurs after
the date hereof which could affect this opinion letter.
Very truly yours,
/s/ ANN C. MULE'
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Ann C. Mule'
Assistant General Counsel and Corporate Secretary
