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SEC Filings

8-K
MPLX LP filed this Form 8-K on 09/09/2019
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EX-5.1

Exhibit 5.1

 

LOGO

NORTH POINT • 901 LAKESIDE AVENUE • CLEVELAND, OHIO 44114.1190

TELEPHONE: +1.216.586.3939 • FACSIMILE: +1.216.579.0212

September 9, 2019

MPLX LP

200 E. Hardin Street

Findlay, Ohio 45840

 

  Re:

$1,000,000,000 of Floating Rate Senior Notes due 2021 of MPLX LP

$1,000,000,000 of Floating Rate Senior Notes due 2022 of MPLX LP

Ladies and Gentlemen:

We are acting as counsel for MPLX LP, a Delaware limited partnership (the “Partnership”), in connection with the issuance and sale of (i) $1,000,000,000 aggregate principal amount of the Partnership’s Floating Rate Senior Notes due 2021 (the “2021 Notes”) and (ii) $1,000,000,000 aggregate principal amount of the Partnership’s Floating Rate Senior Notes due 2022 (together with the 2021 Notes, the “Notes”), pursuant to the Underwriting Agreement, dated September 4, 2019, among the Partnership, MPLX GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), and Citigroup Global Markets Inc., Barclays Capital Inc. and RBC Capital Markets, LLC, acting as representatives of the several underwriters named therein. The Notes will be issued pursuant to a senior indenture, dated as of February 12, 2015 (as amended, supplemented or otherwise modified to the date hereof, the “Base Indenture”), between the Partnership and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by the Fifteenth Supplemental Indenture, dated as of the date hereof (the “Fifteenth Supplemental Indenture”), between the Partnership and the Trustee, and the Sixteenth Supplemental Indenture, dated as of the date hereof (together with the Fifteenth Supplemental Indenture, and the Base Indenture, the “Indenture”), between the Partnership and the Trustee.

In connection with the opinion expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of such opinion. Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that the Notes constitute valid and binding obligations of the Partnership.

 

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