<PAGE>


                                                                   Exhibit 10.10



                                                          DRAFT: January 9, 2002

                                  $250,000,000

                    SUNOCO LOGISTICS PARTNERS OPERATIONS L.P.

                         _______% Senior Notes due 2012


                               PURCHASE AGREEMENT
                               ------------------

                                                              ____________, 2002

Lehman Brothers Inc.
Credit Suisse First Boston Corporation
Banc of America Securities LLC
Salomon Smith Barney Inc.
UBS Warburg LLC
First Union Securities, Inc.
c/o Lehman Brothers Inc.
101 Hudson Street
Jersey City, New Jersey 07302

On behalf of themselves and the several
Initial Purchasers named in Schedule 1 hereto

Dear Sirs:

                  Sunoco Logistics Partners Operations L.P., a Delaware limited
partnership (the "Operating Partnership"), proposes to issue and sell to the
several Initial Purchasers named in Schedule 1 hereto (the "Initial Purchasers")
$250.0 million in aggregate principal amount of its ___% Senior Notes due 2012
(the "Initial Notes") to be issued pursuant to the terms of an Indenture (the
"Indenture") between the Operating Partnership and
__________________________________, as trustee (the "Trustee"), relating to the
Initial Notes. Capitalized terms used but not defined herein shall have the
meanings given to such terms in the Offering Memorandum (as defined herein).

                  It is understood and agreed by all parties that the Initial
Notes will be offered and sold to the Initial Purchasers pursuant to exemptions
from the registration requirements under the Securities Act of 1933, as amended
(the "Securities Act"). The Operating Partnership has prepared a preliminary
offering memorandum, dated ___________, 2002 (the "Preliminary Offering
Memorandum"), and a final offering memorandum (the "Offering Memorandum"), dated
___________, 2002 relating to the Operating Partnership and the Initial Notes.

                  The Initial Purchasers have represented and warranted to the
Operating Partnership that they will make offers (the "Exempt Resales") of the
Initial Notes purchased by the Initial Purchasers hereunder on the terms set
forth in the Offering Memorandum, as amended


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or supplemented, solely to (i) persons whom the Initial Purchasers reasonably
believe to be "qualified institutional buyers," as defined in Rule 144A under
the Securities Act ("QIBs"), and (ii) to persons other than U.S. Persons in
offshore transactions meeting the requirements of Rule 903 and 904 of Regulation
S under the Securities Act (such persons specified in clauses (i) and (ii) being
referred to herein as the "Eligible Purchasers"). As used in this Agreement, the
terms "offshore transaction" and "U.S. person" have the respective meanings
given to them in Regulation S. The Initial Purchasers will offer the Initial
Notes to Eligible Purchasers initially at a price equal to ____% of the
principal amount thereof. Such price may be changed at any time without notice.

                  Holders (including subsequent transferees) of the Initial
Notes will have the registration rights set forth in the registration rights
agreement (the "Registration Rights Agreement"), to be dated ___________, 2002,
in the form of Exhibit A hereto, for so long as such Initial Notes constitute
"Restricted Notes" (as defined in the Registration Rights Agreement). Pursuant
to the Registration Rights Agreement, the Operating Partnership will agree to
file with the Securities and Exchange Commission (the "Commission") under the
circumstances set forth therein, (i) a registration statement under the
Securities Act (the "Exchange Offer Registration Statement") relating to the
Operating Partnership's ___% New Notes due 2012 (the "New Notes" and, together
with the Initial Notes, the "Notes") to be offered in exchange for the Initial
Notes (such offer to exchange being referred to collectively as the "Exchange
Offer") and (ii) a shelf registration statement pursuant to Rule 415 under the
Securities Act (the "Shelf Registration Statement," and together with the
Exchange Offer Registration Statement, the "Registration Statements") relating
to the resale of the Initial Notes by certain holders of such Notes, and to use
their best efforts to cause such Registration Statements to be declared
effective.

                  It is understood and agreed to by all parties that the
Operating Partnership is a wholly owned subsidiary of Sunoco Logistics Partners
L.P., a Delaware limited partnership (the "Partnership"). The Partnership,
through the Operating Partnership and the Operating Subsidiaries (as defined
herein), was formed to acquire, own and operate substantially all of the assets
and operations of the pipeline, terminal and storage and crude oil acquisition
businesses (the "Sunoco Logistics Business") held by various subsidiaries of
Sunoco, Inc., a Pennsylvania corporation ("Sunoco"), and, thereafter, to manage
such acquired pipeline, terminal and storage and crude oil acquisition assets
and operations as more particularly described in the Offering Memorandum (as
defined herein). As described in the Offering Memorandum, the Operating
Partnership will distribute all of the net proceeds from the offering of the
Initial Notes to the Partnership for distribution to Sunoco and its affiliates.

                  Prior to or concurrently with the execution hereof, (a) the
Partnership will enter into an underwriting agreement (the "Underwriting
Agreement") with the underwriters thereunder (the "Underwriters") providing for
the issuance and sale to such underwriters of 5,000,000 Common Units (the "Firm
Units"), each representing a limited partner interest in the Partnership (the
"Common Units") and the granting to the underwriters of an option to purchase up
to an additional 750,000 Common Units, and (b) the Operating Partnership will
enter into a bank credit agreement (the "Credit Agreement") providing for
borrowings of up to $150 million.

                  It is further understood and agreed by all parties that as of
the date hereof:



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(i)       each of Sunoco, Inc. (R&M), a Pennsylvania corporation ("Sunoco R&M"),
      Sun Pipe Line Company of Delaware, a Delaware corporation ("Sun
      Delaware"), and Sun Atlantic Refining and Marketing Company, a Delaware
      corporation ("Sun Atlantic R&M"), is a wholly owned direct subsidiary of
      Sunoco;

(ii)      Sun Atlantic Refining and Marketing B.V., a Netherlands company ("Sun
      Atlantic BV"), is a wholly owned direct subsidiary of Sun Atlantic R&M;

(iii)     Atlantic Petroleum Corporation, a Delaware corporation ("Atlantic
      Petroleum"), is a wholly owned direct subsidiary of Sun Atlantic BV;

(iv)      each of Atlantic Pipeline Corp., a Delaware corporation ("Atlantic"),
      and Atlantic Refining & Marketing Corp., a Delaware corporation ("Atlantic
      Refining"), is a wholly owned direct subsidiary of Atlantic Petroleum;

(v)       Sunoco R&M (In) LLC, a Delaware limited liability company ("RM In
      LLC"), is a wholly owned direct subsidiary of Sunoco R&M and general
      partner of Sunoco Partners Marketing & Terminals L.P., a Delaware limited
      partnership ("RM In LP");

(vi)      Sunoco R&M is the sole limited partner of RM In LP;

(vii)     each of Sunoco Partners LLC, a Pennsylvania limited liability company
      (the "General Partner"), Sun Pipe Line Company, a Pennsylvania corporation
      ("Pipe Line"), Sun Pipe Line Services Company, a Delaware corporation
      ("Services"), Sun Oil Line Co. of Michigan, a Michigan corporation
      ("Michigan"), Mid-Continent Pipe Line Company, an Oklahoma corporation
      ("Mid-Con"), Sunoco Logistics Partners GP LLC, a Delaware limited
      liability company ("GP LLC"), Sun Oil Line of Michigan (Out) LLC, a Texas
      limited liability company ("Michigan Texas"), Sunoco Michigan (In) LLC, a
      Texas limited liability company ("Michigan In LLC"), Sunoco Mid-Con (In)
      LLC, a Texas limited liability company ("Mid-Con In LLC"), and
      Mid-Continent Pipe Line (Out) LLC, a Texas limited liability company
      ("Mid-Con Texas"), is a wholly owned direct subsidiary of Sun Delaware;

(viii)    Sunoco Partners Lease Acquisition & Marketing LLC, a Delaware limited
      liability company ("LA LLC"), is a wholly owned direct subsidiary of the
      General Partner;

(ix)      The General Partner is the sole general partner of the Partnership,
      and Sun Delaware is the sole limited partner of the Partnership;

(x)       GP LLC is the sole general partner of the Operating Partnership, and
     the Partnership is the sole limited partner of the Operating Partnership;




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<PAGE>

        (xi)          Sunoco Logistics Partners Operations GP LLC, a Delaware
             limited liability company ("OLP GP LLC"), is a wholly owned direct
             subsidiary of GP LLC;

        (xii)         each of Sun Pipe Line GP LLC, a Delaware limited liability
             company ("Pipe Line GP LLC"), and Sunoco Texas Pipe Line Company, a
             Texas corporation ("Sunoco Texas"), is a wholly owned subsidiary of
             Pipe Line;

        (xiii)        Pipe Line GP LLC is the sole general partner of Sunoco
             Pipeline L.P., a Texas limited partnership ("Sun Pipeline LP"), and
             Pipe Line is the sole limited partner of Sun Pipeline LP;

        (xiv)         each of Atlantic (In) LLC, a Delaware limited liability
             company ("Atlantic In LLC"), and Atlantic Petroleum (Out) LLC, a
             Delaware limited liability company ("Atlantic Out LLC"), is a
             wholly owned direct subsidiary of Atlantic Petroleum;

        (xv)          Atlantic In LLC is the sole general partner of Atlantic
             (In) L.P., a Texas limited partnership ("Atlantic In LP"), and
             Atlantic Petroleum is the sole limited partner of Atlantic In LP;

        (xvi)         Atlantic Petroleum is the sole general partner of Atlantic
             Pipeline (Out) L.P., a Texas limited partnership ("Atlantic Out
             LP"), and Atlantic Out LLC is the sole limited partner of Atlantic
             Out LP;

        (xvii)        Atlantic In LLC is the sole general partner of Atlantic RM
             (In) L.P., a Texas limited partnership ("Atlantic RM In LP"), and
             Atlantic Petroleum is the sole limited partner of Atlantic RM In
             LP;

        (xviii)       Atlantic Petroleum is the sole general partner of Atlantic
             R&M (Out) L.P., a Texas limited partnership ("Atlantic RM Out LP"),
             and Atlantic Out LLC is the sole limited partner of Atlantic RM Out
             LP;

        (xix)         Sun Borger Pipe Line Company, a Delaware corporation
             ("Borger"), is a wholly owned direct subsidiary of Services; and

        (xx)          Sun Pipe Line Services (Out) LLC, a Delaware limited
             liability company ("Services Out LLC"), is a wholly owned direct
             subsidiary of Services.

             On or concurrently with the Delivery Date (as defined in herein),
the following transactions will occur:

             (a)      Pipe Line will merge into Sunoco Texas;

             (b)      Sunoco Texas will merge with Sun Pipeline LP such that its
assets are owned by (1) Sunoco Texas and (2) Sun Pipeline LP, with Sunoco Texas
owning the assets that will not be owned by the Partnership Entities (as defined
herein) and Sun Pipeline LP owning the assets that will be owned by the
Partnership Entities.



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        (c)      Borger will merge into Services;

        (d)      Sun Delaware will contribute .01% of the stock of Services to
GP LLC as a capital contribution;

        (e)      Services will adopt articles of conversion and convert to a
Delaware limited partnership named Sun Pipe Line Services (In) L.P. ("Services
LP"), designating GP LLC as the general partner and Sun Delaware as the limited
partner;

        (f)      Services LP will convey the assets of Services that will not be
owned by the Partnership Entities to Services Out LLC as a capital contribution
and distribute all of the interest in Services Out LLC to Sun Delaware (99.99%
directly and .01% for the benefit of GP LLC);

        (g)      Michigan will merge into Michigan Texas;

        (h)      Michigan Texas will effect a multiple survivor merger whereby
all assets and liabilities of Michigan Texas that will be owned and assumed by
the Partnership Entities will be allocated to Michigan In LLC and all other
assets and liabilities of Michigan Texas will remain in Michigan Texas;

        (i)      Mid-Con will merge into Mid-Con Texas;

        (j)      Mid-Con Texas will effect a multiple survivor merger whereby
all assets and liabilities of Mid-Con Texas that will be owned and assumed by
the Partnership Entities will be allocated to Mid-Con In LLC and all other
assets and liabilities of Mid-Con Texas will remain in Mid-Con Texas;

        (k)      Atlantic will merge into Atlantic Out LP;

        (l)      Atlantic Out LP will effect a multiple survivor merger whereby
all assets and liabilities of Atlantic that will be owned and assumed by the
Partnership Entities will be allocated to Atlantic In LP and all other assets
and liabilities of Atlantic Out LP will remain in Atlantic Out LP;

        (m)      Atlantic Refining will merge into Atlantic RM Out LP;

        (n)      Atlantic RM Out LP will effect a multiple survivor merger
whereby all assets and liabilities of Atlantic Refining that will be owned and
assumed by the Partnership Entities will be allocated to Atlantic RM In LP and
all other assets and liabilities of Atlantic RM Out LP will remain in Atlantic
RM Out LP;

        (o)      Sunoco R&M will convey its assets that will be owned by the
Partnership Entities to RM In LP as a capital contribution, with RM In LP
assuming the related liabilities, 99.99% for itself and .01% on behalf of RM In
LLC;

        (p)      Sun Pipeline LP, Services LP, Michigan In LLC, Mid-Con In LLC,
Atlantic In LP, Atlantic RM In LP and RM In LP (the "Distributing Entities")
will all distribute



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<PAGE>

to their owners in proportion to ownership an aggregate of [$75.95] million in
receivables and crude inventory with a value of [$25] million, and GP LLC,
Atlantic In LLC, Pipe Line GP LLC and RM In LLC, in turn, will distribute any
assets they receive as a result of the aforementioned distributions to their
owners;

        (q)    Any amounts owed by the Distributing Entities to Sunoco
affiliates will be cancelled by the affiliates;

        (r)    (1) Sun Delaware will contribute its interest in (a) GP LLC,
Services LP, Michigan In LLC, Explorer Pipeline Company, a Delaware corporation
("Explorer"), and Mid-Con In LLC to the General Partner in exchange for (or
resulting in) a ____% member interest in the General Partner; (2) Sunoco Texas
will contribute its member interest in Pipe Line GP LLC and Sun Pipeline LP to
the General Partner in exchange for a ____% member interest in the General
Partner; (3) Sunoco R&M will contribute its member interest in RM In LLC and RM
In LP to the General Partner in exchange for a ____% member interest in the
General Partner; and (4) Atlantic Petroleum will contribute its interest in
Atlantic In LLC, Atlantic In LP and Atlantic RM in LP to the General Partner in
exchange for a ____% member interest in the General Partner;

        (s)    The General Partner will contribute all the assets (other than
cash) conveyed to it in the prior steps to the Partnership in exchange for (1) a
continuation of its 2% general partner interest, (2) the incentive distribution
rights, (3) 7,472,528 Common Units, (4) 12,472,528 subordinated units
representing limited partner interests ("Subordinated Units"), and (5) a special
partnership interest (the "Special Interest") giving the General Partner the
right to receive [$247 million] in cash from the proceeds of the Initial Notes
offering;

        (t)     The public offering of the Firm Units contemplated by the
Underwriting Agreement will be consummated;

        (u)     RM In LLC, Pipe Line GP LLC and Atlantic In LLC will merge into
GP LLC;

        (v)     The Partnership will contribute [$87 million] to the
Distributing Entities to use as working capital, .01% on behalf of GP LLC as to
the Distributing Entities that are limited partnerships;

        (w)     The Partnership will contribute its direct interests in the
Distributing Entities to the Operating Partnership in exchange for a special
partnership interest giving the Partnership the right to receive $247 million in
cash as a capital contribution on its behalf (99.99%) and on behalf of GP LLC
(.01%);

        (x)     GP LLC will contribute its .01% general partner interest in (1)
RM In LP, (2) Sun Pipeline LP, (3) Atlantic In LP, (4) Atlantic RM In LP and (5)
Services LP to OLP GP LLC as a capital contribution and, in turn, will
contribute its interest in OLP GP LLC to the Operating Partnership as a capital
contribution;

        (y)     The Operating Partnership will issue the Initial Notes in
accordance with the terms and conditions of this Agreement, and the Operating
Partnership will distribute the



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proceeds to the Partnership in redemption of the Partnership's special
interest in the Operating Partnership; in turn, the Partnership will distribute
the proceeds to the General Partner, in both cases in redemption of the Special
Interest;

        (z)     The Operating Partnership will enter into the Credit Agreement;

        (aa)    The General Partner will distribute $_____________ to its
members pro rata and loan $______________ to Sunoco and its affiliates;

        (bb)    If the underwriters' over-allotment option (as described in
Section 2 of the Underwriting Agreement) is not exercised or is not exercised in
its entirety, Sunoco, or an affiliate, will purchase any Common Units not
purchased by the underwriters pursuant to such option and the Partnership will
contribute the proceeds to the Operating Partnership and the Operating
Partnership will contribute those proceeds to the Distributing Entities (other
than GP LLC) (99.99% for the benefit of the Operating Partnership and .01% for
the benefit of OLP GP LLC as to those Distributing Entities that are
partnerships) which will use those proceeds for working capital.

        (cc)    Services LP, Atlantic In LP, Michigan In LLC and Mid-Con In LLC
will merge into Sun Pipeline LP;

        (dd)    Atlantic RM In LP will merge into RM In LP; and

        (ee)    Sun Pipeline LP will merge with RM In LP such that certain
terminal assets will be owned by RM In LP and all other assets owned by Sun
Pipeline LP will continue to be owned by Sun Pipeline LP.

The transactions described above in clauses (a)-(ee) are referred to as the
"Transactions." In connection with the Transactions, the parties to the
Transactions entered into various bills of sale, assignments, conveyances,
contribution agreements and related documents (collectively, the "Conveyances").
The mergers described in clauses (a)-(c), (g)-(n), (u) and (cc)-(ee) above are
referred to herein as the "Mergers" and the conversion from a corporation to a
limited liability company described in clause (e) above is referred to herein as
the "Conversion." In connection with the consummation of the Mergers and the
Conversion, the subsidiaries of the Operating Partnership and certain of their
predecessors entered into, as applicable, merger agreements, limited liability
company agreements, and certificates and articles of merger and articles of
conversion (the "Merger and Conversion Documents"). The Merger and Conversion
Documents and the Conveyances are collectively referred to herein as the "Merger
and Contribution Agreements."

        Sunoco, Sunoco R&M, Sun Delaware, Sun Atlantic R&M, Sun Atlantic BV,
Atlantic Petroleum, RM In LLC, RM In LP, the General Partner, Pipe Line,
Services, Michigan, Mid-Con, Michigan Texas, Michigan In LLC, Mid-Con In LLC,
Mid-Con Texas, LA LLC, the Partnership, the Operating Partnership, Pipe Line GP
LLC, Sunoco Texas, Sun Pipeline LP, GP LLC, OLP GP LLC, Atlantic In LLC,
Atlantic Out LLC, Atlantic In LP, Atlantic Out LP, Atlantic RM In LP, Atlantic
RM Out LP, Borger and Services Out LLC, together with their respective
predecessor entities, as applicable, collectively constitute the "Sunoco
Entities." Prior to the Delivery Date, Sunoco R&M, Sun Delaware, Atlantic
Petroleum, Pipe Line, Services,



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Michigan, Mid-Con and Borger, together, constitute the "Operating Subsidiaries."
On and after the Delivery Date, Sun Pipeline LP and RM In LP collectively
constitute the "Operating Subsidiaries." The General Partner, the Partnership,
the Operating Partnership and the Operating Subsidiaries collectively constitute
the "Partnership Entities."

        This is to confirm the agreement among Sunoco, Sunoco R&M, Sun Delaware,
Sunoco Texas, Atlantic Petroleum, the General Partner, the Partnership, GP LLC
and the Operating Partnership (collectively, the "Sunoco Parties") and the
Initial Purchasers concerning the purchase of the Initial Notes from the
Partnership by the Initial Purchasers.

        1.   Representations, Warranties and Agreements of the Sunoco Parties.
Each of the Sunoco Parties, jointly and severally, represents and warrants to,
and agrees with, each Initial Purchaser that:

             (a)    No Order Against Use of Offering Memorandum. The Preliminary

     Offering Memorandum and the Offering Memorandum have been prepared by the
     Operating Partnership for use by the Initial Purchasers in connection with
     the Exempt Resales. No order or decree preventing the use of the
     Preliminary Offering Memorandum or the Offering Memorandum, or any order
     asserting that the transactions contemplated by this Agreement are subject
     to the registration requirements of the Securities Act, has been issued and
     no proceeding for that purpose has commenced or is pending or, to the
     knowledge of the Sunoco Parties, is contemplated.

             (b)    No Material Misstatements or Omissions in Offering
     Memorandum. The Preliminary Offering Memorandum and the Offering Memorandum
     as of their respective dates did not, and the Offering Memorandum as of the
     Delivery Date will not, contain an untrue statement of a material fact or
     omit to state a material fact necessary in order to make the statements
     contained therein, in light of the circumstances under which they were
     made, not misleading, except that this representation and warranty does not
     apply to statements in or omissions from the Preliminary Offering
     Memorandum and the Offering Memorandum relating to the Initial Purchasers
     and made in reliance upon and in conformity with information furnished to
     the Operating Partnership in writing by or on behalf of the Initial
     Purchasers expressly for use therein.

             (c)    Formation and Qualification of the Partnership and the

     Operating Partnership. Each of the Partnership and the Operating
     Partnership has been duly formed and is validly existing in good standing
     as a limited partnership under the Delaware Revised Uniform Limited
     Partnership Act (the "Delaware LP Act") with full partnership power and
     authority to own or lease its properties to be owned or leased at the
     Delivery Date, to assume the liabilities being assumed by it pursuant to
     the Merger and Contribution Agreements and to conduct its business to be
     conducted at the Delivery Date, in each case in all material respects. Each
     of the Partnership and the Operating Partnership at the Delivery Date will
     be duly registered or qualified as a foreign limited partnership for the
     transaction of business under the laws of each jurisdiction in which the
     character of the business conducted by it or the nature or location of the
     properties owned or leased by it makes such registration or qualification
     necessary, except where the failure



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so to register or qualify would not (i) have a material adverse effect on the
condition (financial or otherwise), business, prospects, assets or results of
operations of the Partnership Entities taken as a whole (a "Material Adverse
Effect") or (ii) subject the limited partners of the Partnership to any material
liability or disability.

           (d)   Formation and Qualification of Sun Pipeline LP and RM In LP.
Each of Sun Pipeline LP and RM In LP has been duly formed and is validly
existing in good standing as a limited partnership under the Texas Revised
Limited Partnership Act (the "Texas LP Act") with full partnership power and
authority to own or lease its properties to be owned or leased at the Delivery
Date, to assume the liabilities being assumed by it pursuant to the Merger and
Contribution Agreements and to conduct its business to be conducted at the
Delivery Date, in each case in all material respects. Each of Sun Pipeline LP
and RM In LP is, or at the Delivery Date will be, duly registered or qualified
as a foreign limited partnership for the transaction of business under the laws
of each jurisdiction in which the character of the business conducted by it or
the nature or location of the properties owned or leased by it makes such
registration or qualification necessary, except where the failure so to register
or qualify would not (i) have a Material Adverse Effect or (ii) subject the
limited partners of the Partnership to any material liability or disability.

           (e)   Formation and Qualification of the General Partner. The General
Partner has been duly formed and is validly existing in good standing as a
limited liability company under the Pennsylvania Limited Liability Company Law
of 1994, as amended (the "Pennsylvania LLC Law"), with full limited liability
company power and authority to own or lease its properties to be owned or leased
at the Delivery Date, to act as general partner of the Partnership, to assume
the liabilities being assumed by it pursuant to the Merger and Contribution
Agreements and to conduct its business to be conducted at the Delivery Date, in
each case in all material respects. The General Partner is, or at the Delivery
Date will be, duly registered or qualified as a foreign limited liability
company for the transaction of business under the laws of each jurisdiction in
which the character of the business conducted by it or the nature or location of
the properties owned or leased by it makes such registration or qualification
necessary, except where the failure so to register or qualify would not (i) have
a Material Adverse Effect or (ii) subject the limited partners of the
Partnership to any material liability or disability.

           (f)   Formation and Qualification of LA LLC, GP LLC and OLP GP LLC.
Each of LA LLC, GP LLC and OLP GP LLC has been duly formed and is validly
existing in good standing as a limited liability company under the Delaware
Limited Liability Company Act (the "Delaware LLC Act") with full limited
liability company power and authority to own or lease its properties to be owned
or leased at the Delivery Date, to assume the liabilities being assumed by it
pursuant to the Merger and Contribution Agreements and to conduct its business
to be conducted at the Delivery Date, in each case in all material respects. GP
LLC has full limited liability company power and authority to act as general
partner of the Operating Partnership. OLP GP LLC has full limited liability
company power and authority to act as general partner of Sun Pipeline LP and RM
In LP. Each of LA LLC, GP LLC and OLP GP LLC is, or at the Delivery Date will
be, duly registered or qualified as a foreign limited liability company


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for the transaction of business under the laws of each jurisdiction in which the
character of the business conducted by it or the nature or location of the
properties owned or leased by it makes such registration or qualification
necessary, except where the failure so to register or qualify would not (i) have
a Material Adverse Effect or (ii) subject the limited partners of the
Partnership to any material liability or disability.

           (g)   Existence and Good Standing of Other Entities. Each of Sunoco,
Sunoco R&M, Pipe Line, Sun Delaware, Sun Atlantic BV, Sun Atlantic R&M, Atlantic
Petroleum, Atlantic, Atlantic Refining, Services, Services LP, Borger, Sunoco
Texas, Michigan, Mid-Con, Atlantic In LP, Atlantic RM In LP, Atlantic Out LP,
Atlantic RM In LP, Michigan In LLC, Mid-Con In LLC, Michigan Texas, Mid-Con
Texas, R&M In LLC, Pipe Line GP LLC, Atlantic In LLC, Atlantic Out LLC and
Services Out LLC has been duly incorporated or organized and is validly existing
in good standing as a corporation, limited liability company or limited
partnership, as the case may be, under the laws of its jurisdiction of
incorporation or organization with full corporate, limited liability company or
partnership power and authority, as the case may be, to own or lease its
properties to be owned or leased at the Delivery Date, to assume the liabilities
being assumed by it pursuant to the Merger and Contribution Agreements and to
conduct its business to be conducted by it at the Delivery Date, in each case in
all material respects.

           (h)   Ownership of General Partner Interests. At the Delivery Date,
the General Partner will be the sole general partner of the Partnership with a
2.0% general partner interest in the Partnership; such general partner interest
will be duly authorized and validly issued in accordance with the partnership
agreement of the Partnership (as the same may be amended and restated at or
prior to the Delivery Date, the "Partnership Agreement"); and the General
Partner will own such general partner interest free and clear of all liens,
encumbrances, security interests, equities, charges or claims.

           (i)   Ownership of the Sponsor Units and Incentive Distribution
Rights. Assuming no exercise of the Underwriters' over-allotment option under
the Underwriting Agreement, at the Delivery Date, the General Partner will own
7,472,528 Common Units and 12,472,528 Subordinated Units (all such Common and
Subordinated Units being collectively referred to herein as the "Sponsor
Units"); all of such Sponsor Units and the limited partner interests represented
thereby will be duly authorized and validly issued in accordance with the
Partnership Agreement, and will be fully paid (to the extent required under the
Partnership Agreement) and nonassessable (except as such nonassessability may be
affected by matters described in the Prospectus (as defined in the Underwriting
Agreement) under the caption "The Partnership Agreement--Limited Liability"); at
the Delivery Date the General Partner will own all of the Incentive Distribution
Rights, and such Incentive Distribution Rights will be duly authorized and
validly issued in accordance with the Partnership Agreement, and will be fully
paid (to the extent required under the Partnership Agreement) and nonassessable
(except as such nonassessability may be affected by matters described in the
Prospectus under the caption "The Partnership Agreement--Limited Liability");
and the General Partner will own the Sponsor Units and the Incentive
Distribution Rights free and clear of all liens, encumbrances (except, with
respect to the Incentive Distribution Rights, restrictions on


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<PAGE>

transferability as described in the Prospectus), security interests, equities,
charges or claims.

           (j)   Valid Issuance of Initial Notes. At the Delivery Date, the
Initial Notes will be duly authorized by the partnership agreement of the
Operating Partnership (as the same may be amended and restated at or prior to
the Delivery Date, the "Operating Partnership Agreement") and, when issued and
delivered to the Initial Purchasers against payment therefor in accordance with
the terms hereof, will be validly issued.

           (k)   Ownership of LA LLC. At the Delivery Date, the General Partner
will own a 100% member interest in LA LLC; such member interest will have been
duly authorized and validly issued in accordance with the limited liability
company agreement of LA LLC (as the same may be amended and restated at or prior
to the Delivery Date, the "LA LLC Agreement") and will be fully paid (to the
extent required under the LA LLC Agreement) and nonassessable (except as such
nonassessability may be affected by Section 18-607 of the Delaware LLC Act); and
the General Partner will own such member interest free and clear of all liens,
encumbrances, security interests, equities, charges or claims.

           (l)   Ownership of GP LLC. At the Delivery Date, the Partnership will
own a 100% member interest in GP LLC; such member interest will be duly
authorized and validly issued in accordance with the limited liability company
agreement of GP LLC (as the same may be amended and restated at or prior to the
Delivery Date, the "GP LLC Agreement") and will be fully paid (to the extent
required under the GP LLC Agreement) and nonassessable (except as such
nonassessability may be affected by Section 18-607 of the Delaware LLC Act); and
the Partnership will own such member interest free and clear of all liens,
encumbrances, security interests, equities, charges or claims.

           (m)   Ownership of the Operating Partnership.  At the Delivery Date:

   (i)     GP LLC will be the sole general partner of the Operating Partnership
       with a .01% general partner interest in the Operating Partnership; such
       general partner interest will be duly authorized and validly issued in
       accordance with the Operating Partnership Agreement; and GP LLC will own
       such general partner interest free and clear of all liens, encumbrances
       (except restrictions on transferability as described in the Offering
       Memorandum, security interests, equities, charges or claims; and

   (ii)    the Partnership will be the sole limited partner of the Operating
       Partnership with a 99.99% limited partner interest in the Operating
       Partnership; such limited partner interest will be duly authorized and
       validly issued in accordance with the Operating Partnership Agreement and
       will be fully paid (to the extent required under the Operating
       Partnership Agreement) and nonassessable (except as such nonassessability
       may be affected by Section 17-607 of Delaware LP Act); and the
       Partnership will own such limited partner interest



                                      -11-

<PAGE>

free and clear of all liens, encumbrances, security interests, equities, charges
or claims.

           (n)   Ownership of OLP GP LLC. At the Delivery Date, the Operating
Partnership will own a 100% member interest in OLP GP LLC; such member interest
will be duly authorized and validly issued in accordance with the respective
limited liability company agreement of OLP GP LLC (as the same may be amended
and restated at or prior to the Delivery Date, the "OLP GP LLC Agreement") and
will be fully paid (to the extent required under the OLP GP LLC Agreement) and
nonassessable (except as such nonassessability may be affected by Section 18-607
of the Delaware LLC Act); and the Operating Partnership will own such member
interests free and clear of all liens, encumbrances, security interests,
equities, charges or claims.

           (o)   Ownership of Sun Pipeline LP and RM In LP.  At the Delivery
Date:

   (i)     OLP GP LLC will be the sole general partner of each of Sun Pipeline
       LP and RM In LP with a .01% general partner interest in each of Sun
       Pipeline LP and RM In LP; such general partner interests will be duly
       authorized and validly issued in accordance with the partnership
       agreement of each of Sun Pipeline LP and RM In LP (together, as the
       same may be amended and restated at or prior to the Delivery Date, the
       "Operating Subsidiary Partnership Agreements"); and OLP GP LLC will
       own such general partner interests free and clear of all liens,
       encumbrances (except restrictions on transferability as described in
       the Offering Memorandum), security interests, equities, charges or
       claims; and

   (ii)    the Operating Partnership will be the sole limited partner of each of
       Sun Pipeline LP and RM In LP with a 99.99% limited partner interest in
       each of Sun Pipeline LP and RM In LP; such limited partner interests will
       be duly authorized and validly issued in accordance with each Operating
       Subsidiary Partnership Agreement and will be fully paid (to the extent
       required under the Operating Subsidiary Partnership Agreements) and
       nonassessable (except as such nonassessability may be affected by Section
       17-607 of the Delaware LP Act); and the Partnership will own such limited
       partner interests free and clear of all liens, encumbrances, security
       interests, equities, charges or claims.

           (p)   Ownership of General Partner. At the Delivery Date, Sun
Delaware, Sunoco Texas, Sunoco R&M and Atlantic Petroleum will own 100% of the
member interests in the General Partner; such member interests will be duly
authorized and validly issued in accordance with the limited liability company
agreement of the General Partner (as the same may be amended and restated at or
prior to the Delivery Date, the "General Partner LLC Agreement") and will be
fully paid (to the extent required under the General Partner LLC Agreement) and
nonassessable (except as such nonassessability may be affected by Section ____
of the Pennsylvania LCC Act); and Sun Delaware, Sunoco Texas, Sunoco R&M and
Atlantic Petroleum will own such member interests free and clear of all liens,
encumbrances, security interests, equities, charges or claims.



                                      -12-

<PAGE>

        (q)    Ownership of Other Entities. At the Delivery Date, Sunoco will
own, directly or indirectly, all of the issued and outstanding capital stock,
member interests or partnership interests, as the case may be, of Sun Delaware,
Sunoco R&M, Sun Atlantic R&M, Sun Atlantic BV, Atlantic Petroleum, Sunoco Texas,
Atlantic Out LLC, Michigan In LLC, Mid-Con In LLC, Services LP, Atlantic In LP,
Atlantic RM In LP, Atlantic Out LP and Atlantic Out LP free and clear of all
liens, encumbrances, security interests, equities, charges or claims.

        (r)    No Other Subsidiaries. Other than (A) the Partnership's ownership
of a 100% member interest in GP LLC and a 99.99% limited partner interest in the
Operating Partnership, (B) GP LLC's ownership of a .01% general partner interest
in the Operating Partnership, (C) the Operating Partnership's ownership of a
100% member interest in OLP GP LLC, Michigan In LLC and Mid-Con In LLC and a
99.99% limited partner interest in each of Sun Pipeline LP, RM In LP, Services
LP, Atlantic In LP and Atlantic RM In LP, and (D) OLP GP LLC's ownership of a
 .01% general partner interest in each of Sun Pipeline LP, RM In LP, Services LP,
Atlantic In LP and Atlantic RM In LP, none of the Partnership, GP LLC, the
Operating Partnership nor OLP GP LLC will own at the Delivery Date, directly or
indirectly, any equity or long-term debt securities of any corporation,
partnership, limited liability company, joint venture, association or other
entity. Other than its ownership of its partnership interests in the Partnership
and its ownership of a 100% member interest in LA LLC, the General Partner will
not own at the Delivery Date, directly or indirectly, any equity or long-term
debt securities of any corporation, partnership, limited liability company,
joint venture, association or other entity.

        (s)    Enforceability of Agreement. This Agreement has been duly
authorized and validly executed and delivered by each of the Sunoco Parties, and
constitutes the valid and legally binding agreement of each of the Sunoco
Parties, enforceable against each of the Sunoco Parties in accordance with its
terms, provided that the enforceability hereof may be limited by bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws
relating to or affecting creditors' rights generally and by general principles
of equity (regardless of whether such enforceability is considered in a
proceeding in equity or at law); provided, further, that the indemnity and
contribution provisions hereunder may be limited by federal or state securities
laws.

        (t)    Conformity to Description of Initial Notes. The Initial Notes,
when issued and delivered against payment therefor as provided herein, will
conform in all material respects to the descriptions thereof contained in the
Offering Memorandum.

        (u)    Enforceability of Other Agreements.  At or before the Delivery
Date:

   (i)  the Partnership Agreement will be duly authorized, executed and
delivered by the General Partner and Sun Delaware as the "Organizational Limited
Partner," and will be a valid and legally binding agreement of the General
Partner and the Organizational Limited Partner, enforceable against the General
Partner and the Organizational Limited Partner in accordance with its terms;


                                      -13-

<PAGE>

(ii)       the LA LLC Agreement will be duly authorized, executed and delivered
      by the Partnership and will be a valid and legally binding agreement of
      the Partnership, enforceable against the Partnership in accordance with
      its terms;

(iii)      the GP LLC Agreement will be duly authorized, executed and
      delivered by the Partnership and will be a valid and legally binding
      agreement of the Partnership, enforceable against the Partnership in
      accordance with its terms;

(iv)       the Operating Partnership Agreement will be duly authorized,
      executed and delivered by GP LLC and the Partnership and will be a valid
      and legally binding agreement of GP LLC and the Partnership, enforceable
      against GP LLC and the Partnership in accordance with its terms;

(v)        the OLP GP LLC Agreement will be duly authorized, executed and
      delivered by the Operating Partnership and will be a valid and legally
      binding agreement of the Operating Partnership, enforceable against the
      Operating Partnership in accordance with its terms;

(vi)       the Operating Subsidiary Partnership Agreements will be duly
      authorized, executed and delivered by OLP GP LLC and the Operating
      Partnership and will be a valid and legally binding agreement of OLP GP
      LLC and the Operating Partnership, enforceable against OLP GP LLC and the
      Operating Partnership in accordance with its terms;

(vii)      the General Partner LLC Agreement will be duly authorized, executed
      and delivered by Sun Delaware, Sunoco Texas, Sunoco R&M, Atlantic
      Petroleum and Atlantic Out LP and will be a valid and legally binding
      agreement of each of Sun Delaware, Sunoco Texas, Sunoco R&M, Atlantic
      Petroleum and Atlantic Out LP, enforceable against the Operating
      Partnership in accordance with its terms;

(viii)     the Underwriting Agreement will be duly authorized, executed and
      delivered by the Sunoco Parties and will be a valid and legally binding
      agreement of the Sunoco Parties enforceable against each of the Sunoco
      Parties in accordance with its terms;

(ix)       the Registration Rights Agreement will be duly authorized, executed
      and delivered by the Operating Partnership and the Initial Purchasers and
      will be a valid and legally binding agreement of the Operating Partnership
      and each of the Initial Purchasers enforceable against the Operating
      Partnership and the Initial Purchasers in accordance with its terms;

(x)        the Indenture will be duly authorized, executed and delivered by the
      Operating Partnership, as issuer, by the Partnership, Sun Pipeline LP and
      RM In LP, as guarantors (collectively, the "Guarantors"), and by the
      trustee thereunder and will be a valid and legally binding agreement of
      the Operating Partnership and each of the Guarantors enforceable against
      the Operating Partnership and the Guarantors in accordance with its terms;



                                      -14-

<PAGE>

(xi)       the Notes will be duly authorized for issuance and sale to the
      initial purchasers thereof and, when issued and authenticated in
      accordance with the terms of this Agreement, will constitute the valid and
      binding obligations of the Operating Partnership and each of the
      Guarantors, enforceable against the Operating Partnership and each of the
      Guarantors and entitled to the benefits of the Indenture;

(xii)      the Credit Agreement will be duly authorized, executed and
      delivered by the Operating Partnership and the Guarantors and will be a
      valid and legally binding agreement of the Operating Partnership and the
      Guarantors enforceable against the Operating Partnership and the
      Guarantors in accordance with its terms;

(xiii)     each of the Merger and Contribution Agreements will be duly
      authorized, executed and delivered by the parties thereto and will be a
      valid and legally binding agreement of each of them enforceable against
      each of them in accordance with its terms;

(xiv)      the omnibus agreement (the "Omnibus Agreement") will be duly
      authorized, executed and delivered by each of Sunoco, Sunoco R&M, Sun
      Delaware, Atlantic Petroleum, the General Partner, the Partnership and the
      Operating Partnership, and will be a valid and legally binding agreement
      of each of them enforceable against each of them in accordance with its
      terms;

(xv)       the pipelines and terminals storage and throughput agreement (the
      "Pipelines and Terminals Agreement") will be duly authorized, executed and
      delivered by each of Sunoco R&M, the General Partner, the Partnership, the
      Operating Partnership, RM In LP, OLP GP LLC and GP LLC will be a valid and
      legally binding agreement of each of them enforceable against each of them
      in accordance with its terms;

(xvi)      the crude oil purchase agreements (the "Crude Oil Purchase
      Agreements") will be duly authorized, executed and delivered by each of
      Sunoco, Sunoco R&M, the General Partner, the Partnership, Operating
      Partnership [and the other parties thereto], and will be a valid and
      legally binding agreement of each of them enforceable against each of them
      in accordance with its terms;

(xvii)     the interrefinery lease agreement (the "Lease Agreement") will be
      duly authorized, executed and delivered by Sunoco R&M, the General
      Partner, the Partnership, the Operating Partnership [and the other parties
      thereto], and will be a valid and legally binding agreement of each of
      them enforceable against each of them in accordance with its terms; and

(xviii)    the treasury services agreement (the "Treasury Services Agreement")
      will be duly authorized, executed and delivered by each of Sunoco, the
      General Partner, the Partnership, the Operating Partnership [and the other
      parties thereto], and will be a valid and legally binding agreement of
      each of them enforceable against each of them in accordance with its
      terms;



                                      -15-

<PAGE>

provided that, with respect to each agreement described in this Section 1(u),
the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws relating to or affecting
creditors' rights generally and by general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law);
and provided further, that the indemnity, contribution and exoneration
provisions contained in any of such agreements may be limited by applicable laws
and public policy. The Partnership Agreement, the LA LLC Agreement, the GP LLC
Agreement, the OLP GP LLC Agreement, the Operating Subsidiary Partnership
Agreements, the General Partner LLC Agreement, the Underwriting Agreement, the
Indenture, the Notes, the Credit Agreement, the Merger and Contribution
Agreements, the Omnibus Agreement, the Pipelines and Terminals Agreement, the
Crude Oil Purchase Agreements, the Lease Agreement and the Treasury Services
Agreement are herein collectively referred to as the "Operative Agreements."

           (v)   Effective Date of Mergers and Conversions. On or before to the
     Delivery Date, the Mergers will become effective under the Texas LP Act,
     the Texas LLC Act, the TBCA, the Delaware LLC Act and the DGCL, as
     applicable, and the Conversion will become effective under the DGCL and the
     Delaware LP Act.

           (w)   Sufficiency of Transferred Assets Under Conveyances.
     The Conveyances will be legally sufficient to transfer or convey to the
     Operating Partnership and the Operating Subsidiaries, as the case may be,
     all properties not already held by them that are, individually or in the
     aggregate, required to enable the Operating Partnership and the Operating
     Subsidiaries to conduct their operations (in all material respects as
     contemplated by the Offering Memorandum), subject to the conditions,
     reservations, encumbrances and limitations contained in the Merger and
     Contribution Agreements and those set forth in the Offering Memorandum;
     provided that any lack of title to pipeline rights-of-way as are necessary
     to enable the Operating Partnership and the Operating Subsidiaries to
     continue to own and operate the pipelines located therein in the manner
     that such pipelines were owned and operated prior to the Delivery Date will
     be subject to the indemnification provisions of Section 3.4 of the Omnibus
     Agreement. The Operating Partnership and the Operating Subsidiaries, as the
     case may be, upon execution and delivery of the Conveyances, succeeded or
     will succeed in all material respects to the business, assets, properties,
     liabilities and operations of the Sunoco Logistics Business as reflected by
     the pro forma financial statements of the Partnership, except as disclosed
     in the Offering Memorandum and the Merger and Contribution Agreements.

           (x)   No Conflicts. None of the offering, issuance and sale by the

     Operating Partnership of the Notes, the execution, delivery and performance
     of this Agreement or the Operative Agreements by the Sunoco Entities which
     are parties hereto or thereto, or the consummation of the transactions
     contemplated hereby and thereby (including the Transactions) (i) conflicts
     or will conflict with or constitutes or will constitute a violation of the
     agreement of limited partnership, limited liability company agreement,
     certificate or articles of incorporation or bylaws or other organizational
     documents of any of the Sunoco Entities, (ii) conflicts or will conflict
     with or constitutes or will constitute a breach or violation of, or a
     default (or an event which, with notice or lapse of time or both, would
     constitute such a default) under, any indenture, mortgage,



                                      -16-

<PAGE>

deed of trust, loan agreement, lease or other agreement or instrument to which
any of the Sunoco Entities is a party or by which any of them or any of their
respective properties may be bound, (iii) violates or will violate any statute,
law or regulation or any order, judgment, decree or injunction of any court or
governmental agency or body directed to any of the Sunoco Entities or any of
their properties in a proceeding to which any of them or their property is or
was a party, or (iv) results or will result in the creation or imposition of any
lien, charge or encumbrance upon any property or assets of any of the Sunoco
Entities, which conflicts, breaches, violations, defaults or liens, in the case
of clauses (ii), (iii) or (iv), would, individually or in the aggregate, have a
Material Adverse Effect.

           (y)   No Consents. No permit, consent, approval, authorization,
order, registration, filing or qualification ("consent") of or with any court,
governmental agency or body having jurisdiction over the Sunoco Entities or any
of their respective properties is required in connection with the offering,
issuance and sale by the Operating Partnership of the Notes, the execution,
delivery and performance of this Agreement and the Operative Agreements by the
Sunoco Entities party thereto, or the consummation by the Sunoco Entities of the
transactions contemplated by this Agreement or the Operative Agreements
(including the Transactions), except (i) for such consents required under the
Securities Act, the Exchange Act, and state securities or Blue Sky laws, (ii)
for such consents that have been, or prior to the Delivery Date will be,
obtained, (iii) for such consents which, if not obtained, would not,
individually or in the aggregate, have a Material Adverse Effect, (iv) for such
consents which are (A) of a routine or administrative nature, (B) are not
customarily obtained or made prior to the consummation of transactions such as
those contemplated by this Agreement and the Operative Agreements and (C) are
expected in the reasonable judgment of the General Partner to be obtained in the
ordinary course of business subsequent to the consummation of the Transactions,
and (v) as disclosed in the Offering Memorandum.

           (z)   No Default. None of the Sunoco Entities is (i) in violation of
its certificate or agreement of limited partnership, limited liability company
agreement, certificate or articles of incorporation or bylaws or other
organizational documents, (ii) in violation of any law, statute, ordinance,
administrative or governmental rule or regulation applicable to it or of any
order, judgment, decree or injunction of any court or governmental agency or
body having jurisdiction over it, or (iii) in breach, default (and no event
which, with notice or lapse of time or both, would constitute such a default has
occurred or is continuing) or violation in the performance of any obligation,
agreement or condition contained in any bond, debenture, note or any other
evidence of indebtedness or in any agreement, indenture, lease or other
instrument to which it is a party or by which it or any of its properties may be
bound, which breach, default or violation, in the case of clause (ii) or (iii),
would, if continued, have a Material Adverse Effect, or could materially impair
the ability of any of the Sunoco Entities to perform their obligations under
this Agreement or the Operative Agreements. To the knowledge of the Sunoco
Parties, no third party to any indenture, mortgage, deed of trust, loan
agreement, lease or other agreement or instrument to which any of the Sunoco
Entities is a party or by which any of them are bound or to which any of their
properties are subject, is in default under



                                      -17-

<PAGE>

any such agreement, which breach, default or violation would, if continued, have
a Material Adverse Effect.

           (aa)  Independent Public Accountants. The accountants, Ernst & Young
LLP, who have certified or shall certify the audited financial statements
included in any Preliminary Offering Memorandum and the Offering Memorandum, are
independent public accountants with respect to the Partnership and the General
Partner as required by the Securities Act and the Rules and Regulations.

           (bb)  Financial Statements. At September 30, 2001, the Partnership
would have had, on the consolidated pro forma basis indicated in the Offering
Memorandum (or any amendment or supplement thereto), a capitalization as set
forth therein. The historical combined financial statements (including the
related notes and supporting schedules) of Sunoco Logistics Business included in
the Offering Memorandum (or any amendment or supplement thereto) comply as to
form in all material respects with the requirements of Regulation S-X under the
Securities Act applicable to registration statements on Form S-1 under the
Securities Act. Such historical financial statements fairly present fairly in
all material respects the financial position, results of operations and cash
flows of the entities purported to be shown thereby on the basis stated therein
at the respective dates or for the respective periods which have been prepared
in accordance with generally accepted accounting principles consistently applied
throughout the periods involved, except to the extent disclosed therein. The
selected historical and pro forma financial information set forth in the
Preliminary Offering Memorandum and the Offering Memorandum (and any amendment
or supplement thereto) under the caption "Selected Historical Financial and
Operating Data of Sunoco Logistics (Predecessor) and Pro Forma Financial Data of
Sunoco Logistics Partners" is accurately presented in all material respects and
prepared on a basis consistent with the audited and unaudited historical
consolidated financial statements and pro forma financial statements from which
it has been derived. The pro forma financial statements of the Partnership
included in the Preliminary Offering Memorandum (or any amendment or supplement
thereto) and the Offering Memorandum (or any amendment or supplement thereto)
have been prepared in all material respects in accordance with the applicable
accounting requirements of Article 11 of Regulation S-X of the Commission; the
assumptions used in the preparation of such pro forma financial statements are,
in the opinion of the management of the Sunoco Parties, reasonable; and the pro
forma adjustments reflected in such pro forma financial statements have been
properly applied to the historical amounts in compilation of such pro forma
financial statements.

           (cc)  No Material Adverse Change. None of the Partnership Entities
has sustained since the date of the latest audited financial statements included
in the Offering Memorandum (or any amendment or supplement thereto) any material
loss or interference with its business from fire, explosion, flood or other
calamity, whether or not covered by insurance, or from any labor dispute or
court or governmental action, investigation, order or decree, otherwise than as
set forth or contemplated in the Offering Memorandum (or any amendment or
supplement thereto). Except as disclosed in the Offering Memorandum (or any
amendment or supplement thereto), subsequent to the respective dates as of which
such information is given in the Offering Memorandum (or



                                      -18-

<PAGE>

any amendment or supplement thereto), (i) none of the Sunoco Entities has
incurred any liability or obligation, indirect, direct or contingent, or entered
into any transactions, not in the ordinary course of business, that, singly or
in the aggregate, is material to the Partnership Entities, taken as a whole,
(ii) there has not been any material change in the capitalization, or material
increase in the short-term debt or long-term debt, of the Partnership Entities
and (iii) there has not been any material adverse change, or any development
involving or which may reasonably be expected to involve, singly or in the
aggregate, a prospective material adverse change in or affecting the general
affairs, condition (financial or other), business, prospects, assets or results
of operations of the Partnership Entities, taken as a whole.

           (dd)  Legal Proceedings. There are no legal or governmental
proceedings pending or, to the knowledge of the Sunoco Parties, threatened,
against any of the Sunoco Entities, or to which any of the Sunoco Entities is a
party, or to which any of their respective properties is subject, and there are
no agreements, contracts, indentures, leases or other instruments, that are not
disclosed in the Offering Memorandum (or any amendment or supplement thereto)
and which are reasonably likely to have a Material Adverse Effect on the general
affairs, management, consolidated financial position, stockholders' equity,
results of operations, business or prospects of the Sunoco Entities or to
materially affect the issuance of the Notes or the consummation of any of the
other transactions contemplated by this Agreement, the Indenture, and the
Registration Rights Agreement. The Offering Memorandum (and any amendment or
supplement thereto) contains accurate summaries of all material agreements,
contracts, indentures, leases or other instruments.

           (ee)  No Distribution of Other Offering Materials. None of the Sunoco
Parties has distributed and, prior to the later to occur of (i) the Delivery
Date and (ii) completion of the distribution of the Initial Notes, will not
distribute any offering material in connection with the offering and sale of the
Initial Notes other than the Preliminary Offering Memorandum and the Offering
Memorandum.

           (ff)  Title to Properties. At the Delivery Date, the Operating
Partnership and the Operating Subsidiaries, as the case may be, will have good
and indefeasible title to all real property and good title to all personal
property described in the Offering Memorandum to be owned by the Operating
Partnership and the Operating Subsidiaries, as the case may be, free and clear
of all liens, claims, security interests or other encumbrances except (i) as
described in the Offering Memorandum or (ii) such as do not materially interfere
with the use of such properties taken as a whole as they have been used in the
past and are proposed to be used in the future as described in the Offering
Memorandum, provided that, with respect to any real property and buildings held
under lease by the Operating Partnership and the Operating Subsidiaries, such
real property and buildings are held under valid and subsisting and enforceable
leases with such exceptions as do not materially interfere with the use of such
properties taken as a whole as they have been used in the past and are proposed
to be used in the future as described in the Offering Memorandum.




                                      -19-

<PAGE>

           (gg)  Rights-of-Way. At the Delivery Date, each of the Partnership
Entities at the Delivery Date will have, such consents, easements,
rights-of-way, permits or licenses from each person (collectively,
"rights-of-way") as are necessary to conduct its business in the manner
described in the Offering Memorandum, except for (i) qualifications,
reservations and encumbrances as may be set forth in the Offering Memorandum
that do not and could not reasonably be expected to have a material adverse
effect upon the ability of the Partnership Entities, taken as a whole, to
conduct their businesses in all material respects as currently conducted and as
contemplated by the Offering Memorandum to be conducted and (ii) such
rights-of-way that, if not obtained, would not have, individually or in the
aggregate, a material adverse effect upon the ability of the Partnership
Entities, taken as a whole, to conduct their businesses in all material respects
as currently conducted and as contemplated by the Offering Memorandum to be
conducted; other than as set forth in the Offering Memorandum, each of the
Partnership Entities has, or at the Delivery Date will have, fulfilled and
performed all its material obligations with respect to such rights-of-way and no
event has occurred that allows, or after notice or lapse of time would allow,
revocation or termination thereof or would result in any impairment of the
rights of the holder of any such rights-of-way, except for such revocations,
terminations and impairments that would not have a material adverse effect upon
the ability of the Partnership Entities, taken as a whole, to conduct their
businesses in all material respects as currently conducted and as contemplated
by the Offering Memorandum to be conducted; and, except as described in the
Offering Memorandum, none of such rights-of-way contains any restriction that is
materially burdensome to the Partnership Entities, taken as a whole.

           (hh)  Permits. Each of the Partnership Entities has, or at the
Delivery Date will have, such permits, consents, licenses, franchises,
certificates and authorizations of governmental or regulatory authorities
("permits") as are necessary to own or lease its properties and to conduct its
business in the manner described in the Offering Memorandum, subject to such
qualifications as may be set forth in the Offering Memorandum and except for
such permits that, if not obtained, would not have, individually or in the
aggregate, a Material Adverse Effect; each of the Partnership Entities has, or
at the Delivery Date will have, fulfilled and performed all its material
obligations with respect to such permits and no event has occurred that would
prevent the permits from being renewed or reissued or which allows, or after
notice or lapse of time would allow, revocation or termination thereof or
results or would result in any impairment of the rights of the holder of any
such permit, except for such non-renewals, non-issues, revocations, terminations
and impairments that would not, individually or in the aggregate, have a
Material Adverse Effect.

           (ii)  Books and Records. The Operating Partnership (i) makes and
keeps books, records and accounts that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of assets and (ii) maintains
systems of internal accounting controls sufficient to provide reasonable
assurances that (A) transactions are executed in accordance with management's
general or specific authorization; (B) transactions are recorded as necessary to
permit preparation of financial statements in conformity with generally accepted
accounting principles and to maintain accountability for assets; (C) access to
assets is permitted only in accordance with management's



                                      -20-

<PAGE>

general or specific authorization; and (D) the recorded accountability for
assets is compared with existing assets at reasonable intervals and appropriate
action is taken with respect to any differences.

           (jj)  Tax Returns. Each of the Sunoco Entities has filed (or has
obtained extensions with respect to) all material federal, state and foreign
income and franchise tax returns required to be filed through the date hereof,
which returns are complete and correct in all material respects, and has timely
paid all taxes shown to be due pursuant to such returns, other than those (i)
that are being contested in good faith and for which adequate reserves have been
established in accordance with generally accepted accounting principles or (ii)
which, if not paid, would not reasonably be likely to result in a Material
Adverse Effect.

           (kk)  Investment Company/Public Utility Holding Company. None of the
Partnership Entities is now, and after sale of the Initial Notes to be sold by
the Operating Partnership hereunder and application of the net proceeds from
such sale as described in the Offering Memorandum under the caption "Use of
Proceeds" will be, (i) an "investment company" or a company "controlled by" an
"investment company" within the meaning of the Investment Company Act of 1940,
as amended, or (ii) a "public utility company," "holding company" or a
"subsidiary company" of a "holding company" or an "affiliate" thereof, under the
Public Utility Holding Company Act of 1935, as amended.

           (ll)  Environmental Compliance. Except as described in the Offering
Memorandum, the Sunoco Entities (i) are in compliance with any and all
applicable federal, state and local laws and regulations relating to the
protection of human health and safety and the environment or imposing liability
or standards of conduct concerning any Hazardous Materials (as defined below)
("Environmental Laws"), (ii) have received all permits required of them under
applicable Environmental Laws to conduct their respective businesses, (iii) are
in compliance with all terms and conditions of any such permits and (iv) do not
have any liability in connection with the release into the environment of any
Hazardous Material, except where such noncompliance with Environmental Laws,
failure to receive required permits, failure to comply with the terms and
conditions of such permits or liability in connection with such releases would
not, individually or in the aggregate, have a Material Adverse Effect. The term
"Hazardous Material" means (A) any "hazardous substance" as defined in the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended, (B) any "hazardous waste" as defined in the Resource Conservation and
Recovery Act, as amended, (C) any petroleum or petroleum product, (D) any
polychlorinated biphenyl and (E) any pollutant or contaminant or hazardous,
dangerous or toxic chemical, material, waste or substance regulated under or
within the meaning of any other Environmental Law.

           (mm)  No Labor Dispute. Except as disclosed in the Offering
Memorandum, no labor dispute with the employees of the Sunoco Entities that are
engaged in the Sunoco Logistics Business exists or, to the knowledge of the
Sunoco Parties, is imminent or threatened; and except as disclosed in the
Offering Memorandum, none of the Sunoco Parties is aware of any existing,
imminent or threatened labor


                                      -21-

<PAGE>

disturbance by the employees of any of its lessees that would, individually or
in the aggregate, be reasonably likely to result in a Material Adverse Effect.

           (nn)  Insurance. The Sunoco Entities maintain insurance covering
their properties, operations, personnel and businesses against such losses and
risks as are reasonably adequate to protect them and their businesses in a
manner consistent with other businesses similarly situated. None of the Sunoco
Entities has received notice from any insurer or agent of such insurer that
substantial capital improvements or other expenditures will have to be made in
order to continue such insurance; all such insurance is outstanding and duly in
force on the date hereof and will be outstanding and duly in force on the
Delivery Date.

           (oo)  Litigation. Except as described in the Offering Memorandum,
there is (i) no action, suit or proceeding before or by any court, arbitrator or
governmental agency, body or official, domestic or foreign, now pending or, to
the knowledge of the Sunoco Parties, threatened, to which any of the Sunoco
Entities is or may be a party or to which the business or property of any of the
Sunoco Entities is or may be subject, (ii) no statute, rule, regulation or order
that has been enacted, adopted or issued by any governmental agency or that has
been proposed by any governmental agency, and (iii) no injunction, restraining
order or order of any nature issued by a federal or state court or foreign court
of competent jurisdiction to which any of the Sunoco Entities is or may be
subject, that, in the case of clauses (i), (ii) and (iii) above, is reasonably
expected to (A) singly or in the aggregate have a Material Adverse Effect, (B)
prevent or result in the suspension of the offering and issuance of the Notes,
or (C) in any manner draw into question the validity of this Agreement or any
Operative Agreement.

           (pp)  Private Placement. The offer, sale and issuance of the Sponsor
Units and the Incentive Distribution Rights to the General Partner pursuant to
the Partnership Agreement are exempt from the registration requirements of the
Securities Act, the Rules and Regulations and the securities laws of any state
having jurisdiction with respect thereto, and none of the Sunoco Entities has
taken or will take any action that would cause the loss of such exemption.

           (qq)  No Solicitation. Neither the Operating Partnership nor any
affiliate (as defined in Rule 501(b) of Regulation D ("Regulation D") under the
Securities Act) of the Operating Partnership has directly, or through any agent
(provided that no representation is made as to the Initial Purchasers or any
person acting on their behalf), (i) sold, offered for sale, solicited offers to
buy or otherwise negotiated in respect of, any security (as defined in the
Securities Act) which is or could be integrated with the offering and sale of
the Initial Notes in a manner that would require the registration of the Initial
Notes under the Securities Act or (ii) engaged in any form of general
solicitation or general advertising (within the meaning of Regulation D,
including, but not limited to, advertisements, articles, notices or other
communications published in any newspaper, magazine, or similar medium or
broadcast over television or radio, or any seminar or meeting whose attendees
have been invited by any general solicitation or general advertising) in
connection with the offering of the Notes. No securities of the same class



                                      -22-

<PAGE>

     as the Initial Notes have been issued and sold by the Operating Partnership
     within the six-month period immediately prior to the date hereof.

           (rr)   Separate Class of Securities. When the Initial Notes are
     issued and delivered pursuant to this Agreement, such Initial Notes will
     not be of the same class (within the meaning of Rule 144A under the
     Securities Act) as securities of the Operating Partnership that are listed
     on a national securities exchange registered under Section 6 of the
     Exchange Act or that are quoted in a United States automated inter-dealer
     quotation system.

           (ss)   Regulation S. Neither the Operating Partnership nor any of its
     subsidiaries or affiliates or any person acting on its or their behalf has
     engaged or will engage during the applicable restricted period in any
     directed selling efforts within the meaning of Rule 902(b) of Regulation S
     with respect to the Initial Notes, and the Operating Partnership nor any of
     its subsidiaries or affiliates and all persons acting on their behalf have
     complied with and will comply with the offering restriction requirements of
     Regulation S in connection with the offering of the Initial Notes outside
     the United States; provided that no representation is made as to the
     Initial Purchasers or any person, acting on their behalf.

           (tt)   Offshore Transactions. The sale of the Initial Notes pursuant
     to Regulation S are "offshore transactions" and are not part of a plan or
     scheme to evade the registration provisions of the Securities Act.

           (uu)   Rule 144A(d)(4) Information. The Operating Partnership is not
     required to deliver the information specified in Rule 144A(d)(4) under the
     Securities Act in connection with the Exempt Resales.

        2. Representations, Warranties and Agreements of the Initial Purchasers.
Each Initial Purchaser represents, warrants and agrees that:

           (a)    The Initial Purchaser is a QIB with such knowledge and
     experience in financial and business matters as are necessary in order to
     evaluate the merits and risks of an investment in the Notes.

           (b)    The Initial Purchaser (i) is not acquiring the Initial Notes
     with a view to any distribution thereof or with any present intention of
     offering or selling any of the Initial Notes in a transaction that would
     violate the Securities Act or the securities laws of any State of the
     United States or any other applicable jurisdiction; (ii) in connection with
     the Exempt Resales, will solicit offers to buy the Notes only from, and
     will offer to sell the Notes only to, the Eligible Purchasers in accordance
     with this Agreement and on the terms contemplated by the Offering
     Memorandum; and (iii) will not offer or sell the Notes pursuant to, nor has
     it offered or sold the Notes by, or otherwise engaged in, any form of
     general solicitation or general advertising (within the meaning of
     Regulation D; including, but not limited to, advertisements, articles,
     notices or other communications published in any newspaper, magazine, or
     similar medium or



                                      -23-

<PAGE>

     broadcast over television or radio, or any seminar or meeting whose
     attendees have been invited by any general solicitation or general
     advertising).

              (c)   The Initial Purchaser represents that it has not offered,
     sold or delivered the Notes, and will not offer, sell or deliver the
     Initial Notes (i) as part of its distribution at any time or (ii) otherwise
     until 41 days after the date of the Offering Memorandum, within the United
     States or to, or for the account or benefit of U.S. persons, except in
     accordance with Rule 144A under the Act. Accordingly, the Initial Purchaser
     represents and agrees that neither it, its affiliates nor any persons
     acting on its or their behalf has engaged or will engage in any directed
     selling efforts within the meaning of Rule 902(b) of Regulation S with
     respect to the Initial Notes, and it, its affiliates and all persons acting
     on its behalf have complied and will comply with the offering restrictions
     requirements of Regulation S.

              (d)   The Initial Purchaser agrees not to cause any advertisement
     of the Initial Notes to be published in any newspaper or periodical or
     posted in any public place and not to issue any circular relating to the
     Notes.

              (e)   The Initial Purchaser understands that the Operating
     Partnership and, for purposes of the opinions to be delivered to you
     pursuant to Section 8 hereof, counsel to the Company and counsel to the
     Initial Purchasers, will rely upon the accuracy and truth of the foregoing
     representations and you hereby consent to such reliance.

        The terms used in this Section 2 that have meanings assigned to them in
Regulation S are used herein as so defined.

     The Initial Purchasers further agree that, in connection with the Exempt
Resales, they will solicit offers to buy the Initial Notes only from, and will
offer to sell the Initial Notes only to, the Eligible Purchasers in Exempt
Resales.

        3.    Purchase of the Initial Notes. On the basis of the representations
and warranties contained in, and subject to the terms and conditions of, this
Agreement, the Operating Partnership agrees to sell $250.0 million aggregate
principal amount of Initial Notes to the Initial Purchasers and each of the
Initial Purchasers, severally and not jointly, agrees to purchase the aggregate
principal amount of the Initial Notes set forth opposite that Initial
Purchaser's name in Schedule 1 hereto. The Initial Purchasers will purchase the
Notes at an aggregate purchase price equal to ___% of the principal amount
thereof (the "Purchase Price").

        The Operating Partnership shall not be obligated to deliver any of the
Initial Notes to be delivered on the Delivery Date, except upon payment for
all the Initial Notes to be purchased on the Delivery Date as provided herein.

        4.    Offering of Initial Notes by the Initial Purchasers. Upon
authorization by the Representatives of the release of the Initial Notes, the
Initial Purchasers propose to offer the Notes for sale upon the terms and
conditions set forth in the Offering Memorandum.

        5.    Delivery of and Payment for the Initial Notes. Delivery of and
payment for the Initial Notes shall be made at the offices of Vinson & Elkins
L.L.P. at 9:00 A.M.,


                                      -24-

<PAGE>

Houston, Texas time, on the fourth full business day following the date of
this Agreement or at such other date or place as shall be determined by
agreement between the Representatives and the Operating Partnership. This date
and time are sometimes referred to as the "Delivery Date." On the Delivery Date,
one or more Initial Notes in definitive form, registered in the name of Cede &
Co., as nominee of The Depository Trust Company ("DTC"), or such other names as
the Initial Purchasers may request upon at least one business day's notice to
the Operating Partnership, having an aggregate principal amount corresponding to
the aggregate principal amount of Initial Notes sold pursuant to Eligible
Resales (collectively, the "Global Notes"), shall be delivered by the Operating
Partnership to the Initial Purchasers, against payment by the Initial Purchasers
of the purchase price thereof by wire transfer of immediately available funds as
the Company may direct by written notice delivered to you two business days
prior to the Closing Date. The Global Notes in definitive form shall be made
available to you for inspection not later than 9:00 a.m. on the business day
immediately preceding the Closing Date. Time shall be of the essence, and
delivery at the time and place specified pursuant to this Agreement is a further
condition of the obligation of each Initial Purchaser hereunder.

           6.   Further Agreements of the Sunoco Parties. Each of the Sunoco
Parties, jointly and separately, covenants and agrees with each Initial
Purchaser:

                (a)  Preparation of Offering Memorandum. (i) To prepare the
     Offering Memorandum in a form approved by the Representatives; (ii) to make
     no further amendment or any supplement to the Offering Memorandum except as
     permitted herein; (iii) to advise the Representatives promptly of the
     happening of any event that makes any statement of a material fact made in
     the Preliminary Offering Memorandum or the Offering Memorandum untrue or
     that requires the making of any additions to or changes in the Preliminary
     Offering Memorandum or Offering Memorandum in order to make the statements
     therein, in light of the circumstances under which they were made, not
     misleading; (iv) to advise the Representatives, promptly after it receives
     notice thereof, of the issuance by the Commission of any stop order or of
     any order preventing or suspending the qualification or exemption of the
     Notes under any state securities or Blue Sky laws; and (v) in the event of
     the issuance by the Commission of any stop order or of any order preventing
     or suspending the qualification or exemption of the Notes under any state
     securities or Blue Sky laws, to use promptly its best efforts to obtain its
     withdrawal or the lifting of such order at the earliest possible time.

                (b)  Copies of Documents to Representatives. To deliver promptly
     to the Representatives such number of the Preliminary Offering Memorandum,
     the Offering Memorandum and any amended or supplemented Offering Memorandum
     as the Representatives shall reasonably request; and, if the delivery of an
     Offering Memorandum is required at any time in connection with the offering
     or sale of the Notes or any other securities relating thereto and if at
     such time any events shall have occurred as a result of which the Offering
     Memorandum as then amended or supplemented would include any untrue
     statement of a material fact or omit to state any material fact necessary
     in order to make the statements therein, in the light of the circumstances
     under which they were made when such Offering Memorandum is delivered, not
     misleading, or, if for any other reason it shall be necessary to amend or
     supplement the Offering Memorandum in order to comply with this Agreement,
     to notify the Representatives and, upon their


                                      -25-

<PAGE>

     request, to prepare and furnish without charge to each Initial Purchaser as
     many copies as the Representatives may from time to time reasonably request
     of an amended or supplemented Offering Memorandum which will correct such
     statement or omission or effect such compliance.

           (c)    Copies of Reports. For a period of two years following the
     Delivery Date, to furnish or make available to the Representatives copies
     of all materials furnished by the Partnership to its security holders and
     all reports and financial statements furnished by the Partnership to the
     principal national securities exchange upon which the Firm Units may be
     listed pursuant to requirements of or agreements with such exchange or to
     the Commission pursuant to the Exchange Act or any rule or regulation of
     the Commission thereunder.

           (d)    Qualifications. Promptly from time to time to take such action
     as the Representatives may reasonably request to qualify the Notes for
     offering and sale by dealers under the state securities or Blue Sky laws of
     such jurisdictions as the Representatives may request and to comply with
     such laws so as to permit the continuance of sales and dealings therein in
     such jurisdictions for as long as may be necessary to complete the
     distribution of the Notes; provided, that in no event shall the Operating
     Partnership or the General Partner be obligated in connection therewith to
     qualify as a foreign limited partnership or a foreign limited liability
     company, or to file a general consent to service of process in any
     jurisdiction.

           (e)    Lock-up Period; Lock-up Letters. For a period of 180 days from
     the date of the Offering Memorandum, not to, directly or indirectly, (i)
     offer for sale, sell, pledge, grant any option to purchase, issue any
     instrument convertible into or exchangeable for, or otherwise dispose of
     (or enter into any transaction or device that is designed to, or could be
     expected to, result in the disposition by any person at any time in the
     future of) any debt securities of the Operating Partnership or any of its
     subsidiaries having a maturity of more than one year from the date of issue
     of such securities, except (A) for New Notes in connection with the
     Exchange Offer or (B) with your prior consent, or (ii) enter into any swap
     or other derivatives transaction that transfers to another, in whole or in
     part, any of the economic benefits or risks of ownership of such debt
     securities, whether any such transaction described in clause (i) or (ii)
     above is to be settled by delivery of Notes or other debt securities, in
     cash or otherwise, in each case without the prior written consent of Lehman
     Brothers Inc. on behalf of the Initial Purchasers; provided, however, that
     the foregoing restrictions do not apply to the sale of Initial Notes by the
     Operating Partnership to the Initial Purchasers in connection with the
     Initial Notes offering contemplated hereby. Each executive officer and
     director of the General Partner shall furnish to the Representatives, prior
     to the Delivery Date, a letter or letters, substantially in the form of
     Exhibit B hereto, pursuant to that each such person shall agree not to,
     directly or indirectly, (1) offer for sale, sell, pledge, grant any option
     to purchase issue any instrument convertible into or exchangeable for, or
     otherwise dispose of (or enter into any transaction or device which is
     designed to, or could be expected to, result in the disposition by any
     person at any time in the future of) any debt securities of the Operating
     Partnership or any of its subsidiaries having a maturity of more than one
     year from the date of issue of such securities, except (A) for New Notes in
     connection



                                      -26-

<PAGE>

     with the Exchange Offer or (B) with your prior consent, or (2) enter into
     any swap or other derivatives transaction that transfers to another, in
     whole or in part, any of the economic benefits or risks of ownership of
     such debt securities, whether any such transaction described in clause (i)
     or (ii) above is to be settled by delivery of Notes or other debt
     securities, in cash or otherwise, in each case for a period of 180 days
     from the date of the Offering Memorandum, without the prior written consent
     of Lehman Brothers Inc. on behalf of the Initial Purchasers.

           (f)    Application of Proceeds. To apply the net proceeds from the
     sale of the Initial Notes as set forth in the Offering Memorandum.

           (g)    Consents. To cause the Sunoco Entities to accomplish or obtain
     as soon as practicable all consents, recordings and filings necessary to
     perfect, preserve and protect the title of the Operating Partnership and
     the Operating Subsidiaries to the properties and assets owned by them as a
     result of the Transactions.

           (h)   Compliance with Registration Rights Agreement. To comply with
     its agreements in the Registration Rights Agreement, and all agreements set
     forth in the representation letters of the Operating Partnership to DTC
     relating to the approval of the Notes by DTC for "book-entry" transfer.

           (i)   Rule 144A(d) Information. For so long as the Initial Notes
     remain outstanding and are Restricted Securities within the meaning of Rule
     144(a)(3) under the Securities Act, to make available to such registered
     holder or beneficial owner of the Initial Notes in connection with any sale
     thereof and any prospective purchaser of such Initial Notes from such
     registered holder or beneficial owner, the information required by Rule
     144A(d)(4) under the Securities Act (or any successor provision thereto).

       7.  Expenses. The Sunoco Parties agree to pay (a) the costs incident to
the authorization, issuance, sale and delivery of the Notes and any taxes
payable in that connection; (b) the costs of preparing, printing, filing and
distributing the Preliminary Offering Memorandum and the Offering Memorandum
(including, without limitation, financial statements) and all amendments and
supplements thereto, (c) the costs of preparing, printing (including, without
limitation, word processing and duplication costs) and delivering this
Agreement, the Indenture, any Blue Sky Memoranda and any other agreements,
memoranda, correspondence and other documents printed and delivered in
connection herewith and with the Exempt Resales; (d) the costs of issuance and
delivery by the Operating Partnership of the Notes; (e) the fees and expenses of
qualifying the Notes for offer and sale under the securities or Blue Sky law of
the several states (including related fees and expenses of counsel to Initial
Purchasers); (f) the costs of furnishing such copies of the Preliminary Offering
Memorandum and the Offering Memorandum, and all amendments and supplements
thereto, as may be reasonably requested by the Initial Purchasers for use in
connection with the initial Exempt Resales; (g) the costs of preparing
certificates for the Notes including, without limitation, printing and
engraving; (h) all applicable listing or other similar fees; (i) all fees and
expenses of the Operating Partnership in connection with the approval of the
Notes by DTC for "book-entry" transfer; (j) the costs incident to the
preparation, printing and filing under the Securities Act of the Registration
Statements and any amendments and exhibits thereto; (k) the costs of
distributing the


                                      -27-

<PAGE>

Registration Statements as originally filed and each amendment thereto and
any post-effective amendments thereof (including, in each case, exhibits); (l)
the fees, disbursements and expenses of the Trustee and the Trustee's counsel;
(m) the costs and charges of any transfer agent or registrar; and (n) all other
costs and expenses incident to the performance of the obligations of the
Operating Partnership under this Agreement; provided that, except as provided in
this Section 7 and in Section 12 hereof, the Initial Purchasers shall pay their
own costs and expenses, including the costs and expenses of their counsel.

         8.   Conditions of Initial Purchasers' Obligations. The respective
obligations of the Initial Purchasers hereunder are subject to the accuracy,
when made and on the Delivery Date, of the representations and warranties of the
Sunoco Parties contained herein, to the performance by the Sunoco Parties of
their respective obligations hereunder and to each of the following additional
terms and conditions:

              (a)    The Offering Memorandum shall have been printed and copies
     made available to the Initial Purchasers not later than [11:00] A.M.,
     Houston, Texas time, on the day following the date of this Agreement, or at
     such later date and time as you may approve in writing.

              (b)    The Initial Purchasers shall not have discovered and
     disclosed to the Operating Partnership on or prior to the Delivery Date
     that the Offering Memorandum or any amendment or supplement thereto
     contains any untrue statement of a fact which, in the opinion of the
     counsel for the Initial Purchasers, is material or omits to state a fact
     which, in the opinion of such counsel, is material and is necessary to make
     the statements, in light of the circumstances under which they were made,
     not misleading. There shall have been no stop order suspending the
     qualification or exemption of the Initial Notes under any state securities
     or Blue Sky laws.

              (c)    All corporate, partnership and limited liability company
     proceedings and other legal matters incident to the authorization, form and
     validity of this Agreement, the Operative Agreements, the Notes, the
     Offering Memorandum, and all other legal matters relating to this
     Agreement, the transactions contemplated hereby and the Transactions shall
     be reasonably satisfactory in all material respects to counsel for the
     Initial Purchasers, and the Operating Partnership shall have furnished to
     such counsel all documents and information that they may reasonably request
     to enable them to pass upon such matters.

              (d)    The closing of the issuance and sale of the Common Units
     and the other transactions contemplated by the Underwriting Agreement shall
     occur contemporaneously with the issuance and sale of the Initial Notes and
     the other transactions contemplated by this Agreement.

              (e)    Vinson & Elkins L.L.P. shall have furnished to the
     Representatives their written opinion, as special counsel for the Sunoco
     Entities, addressed to the Initial Purchasers and dated the Delivery Date,
     in form and substance satisfactory to the Representatives, with respect to
     the matters set forth in Exhibit C to this Agreement.


                                      -28-

<PAGE>

           (f)    Blank Rome Comisky & McCauley LLP shall have furnished to the
     Representatives their written opinion, as counsel for the Sunoco Entities,
     addressed to the Initial Purchasers and dated the Delivery Date, in form
     and substance satisfactory to the Representative, with respect to the
     matters set forth in Exhibit D to this Agreement.

           (g)    Michael Kuritzkes, General Counsel of Sunoco, shall have
     furnished to the Representatives his written opinion, addressed to the
     Initial Purchasers and dated the Delivery Date, in form and substance
     satisfactory to the Representatives, with respect to the matters set forth
     in Exhibit E to this Agreement.

           (h)    Each of Kerr, Russell and Weber, PLC, opining as to the law of
     Michigan; Blank Rome Comisky & McCauley LLP, opining as to the law of New
     Jersey, New York and Pennsylvania; Thompson Hine LLP, opining as to the law
     of Ohio; and Hall, Estill, Hardwick, Gable, Golden & Nelson, a Professional
     Corporation, opining as to the law of Oklahoma, shall have furnished to the
     Representatives their written opinions, addressed to the Initial Purchasers
     and dated the Delivery Date, in form and substance satisfactory to the
     Representatives, with respect to the matters set forth in Exhibit F to this
     Agreement.

           (i)    The Representatives shall have received from Baker Botts
     L.L.P., counsel for the Initial Purchasers, such opinion or opinions, dated
     the Delivery Date, with respect to the issuance and sale of the Initial
     Notes, the Offering Memorandum and other related matters as the
     Representatives may reasonably require, and the Operating Partnership shall
     have furnished to such counsel such documents as they may reasonably
     request for the purpose of enabling them to pass upon such matters.

           (j)    At the time of execution of this Agreement, the
     Representatives shall have received from Ernst & Young LLP a letter or
     letters, in form and substance satisfactory to the Representatives,
     addressed to the Initial Purchasers and dated the date hereof (i)
     confirming that they are independent public accountants within the meaning
     of the Securities Act and are in compliance with the applicable
     requirements relating to the qualification of accountants under Rule 2-01
     of Regulation S-X of the Commission, and (ii) stating, as of the date
     hereof (or, with respect to matters involving changes or developments since
     the respective dates as of which specified financial information is given
     in the Offering Memorandum, as of a date not more than five days prior to
     the date hereof), the conclusions and findings of such firm with respect to
     the financial information and other matters ordinarily covered by
     accountants' "comfort letters" to purchasers in connection with the
     securities offerings.

           (k)    With respect to the letter or letters of Ernst & Young LLP
     referred to in the preceding paragraph and delivered to the Representatives
     concurrently with the execution of this Agreement (the "initial letters"),
     the Operating Partnership shall have furnished to the Representatives a
     letter (the "bring-down letter") of such accountants, addressed to the
     Initial Purchasers and dated the Delivery Date (i) confirming that they are
     independent public accountants within the meaning of the Securities Act and
     are in compliance with the applicable requirements relating to the
     qualification of accountants under Rule 2-01 of Regulation S-X of the
     Commission, (ii) stating, as of the date of the



                                      -29-

<PAGE>

     bring-down letter (or, with respect to matters involving changes or
     developments since the respective dates as of which specified financial
     information is given in the Offering Memorandum, as of a date not more than
     five days prior to the date of the bring-down letter), the conclusions and
     findings of such firm with respect to the financial information and other
     matters covered by the initial letters and (iii) confirming in all material
     respects the conclusions and findings set forth in the initial letters.

           (l)   On the Delivery Date, there shall have been furnished to the
     Representatives (A) a certificate, dated the Delivery Date and addressed to
     the Representatives, signed on behalf of Sunoco, Sunoco R&M, Sun Delaware,
     Sunoco Texas and Atlantic Petroleum by the chairman of the board or the
     chief executive officer and the chief financial officer of Sunoco and (B) a
     certificate, dated the Delivery Date and addressed to the Representatives,
     signed on behalf of the General Partner, the Partnership, GP LLC and the
     Operating Partnership by the chairman of the board or chief executive
     officer and the chief financial officer of the General Partner, stating, in
     each case with respect to the entities covered by the certificate, that (i)
     the representations and warranties of such entities are true and correct,
     as if made at and as of the Delivery Date, and such entities have complied
     in all material respects with all the agreements and satisfied all the
     conditions on their part to be complied with or satisfied at or prior to
     the Delivery Date; (ii) no stop order suspending the qualification or
     exemption of the Notes under any state securities or Blue Sky laws; (iii)
     no event contemplated by subsections (l), (m) and (n) of this Section 8 in
     respect of the Partnership Entities shall have occurred; and (iv) they have
     carefully examined the Preliminary Offering Memorandum and the Offering
     Memorandum and, in their opinion (A) as of their respective dates and as of
     the Delivery Date, the Offering Memorandum did not and will not include any
     untrue statement of a material fact and did not omit to state a material
     fact required to be stated therein or necessary to make the statements
     therein not misleading, and (B) since the date of the Offering Memorandum,
     no event has occurred which should have been set forth in a supplement or
     amendment to the Offering Memorandum.

           (m)    Since the date of this Agreement, none of the Partnership
     Entities shall have sustained any material loss or interference with its
     business from fire, flood, explosion, accident or other calamity, whether
     or not covered by insurance, or from any labor dispute or court or
     governmental action, investigation, order or decree, otherwise than as set
     forth or contemplated in the Offering Memorandum, or shall have become a
     party to or the subject of any litigation, court or governmental action,
     investigation, order or decree that is materially adverse to the
     Partnership Entities, taken as a whole; nor shall there have been a change
     in the partners' capital, capital stock, members' interests, short-term
     debt or long-term debt of any of the Partnership Entities or any material
     adverse change, or any development involving a prospective material adverse
     change, in or affecting the general affairs, operations, business,
     prospects, management, capitalization, financial condition, results of
     operations or net worth of the Partnership Entities other than as set forth
     or contemplated in the Offering Memorandum, which loss, litigation, change
     or development makes it, in the judgment of the Representatives,
     impractical or inadvisable to proceed with the offering or the delivery of
     the Notes being delivered on the Delivery Date on the terms and in the
     manner contemplated in the Offering Memorandum.




                                      -30-

<PAGE>

             (n)    Subsequent to the execution and delivery of this Agreement
     (i) no downgrading shall have occurred in the rating accorded the Operating
     Partnership's or the Partnership's debt securities by any "nationally
     recognized statistical rating organization," as that term is defined by the
     Commission for purposes of Rule 436(g)(2) under the Securities Act and (ii)
     no such organization shall have publicly announced that it has under
     surveillance or review, with possible negative implications, its rating of
     any of the Operating Partnership's or the Partnership's debt securities.

             (o)    Subsequent to the execution and delivery of this Agreement
     there shall not have occurred any of the following: (i) trading in
     securities generally on the New York Stock Exchange or the American Stock
     Exchange or in the over-the-counter market, or trading in any securities of
     the Operating Partnership or the Partnership on any exchange or in the
     over-the-counter market, shall have been suspended or the settlement of
     such trading generally shall have been materially disrupted or minimum
     prices shall have been established on any such exchange or such market by
     the Commission, by such exchange or by any other regulatory body or
     governmental authority having jurisdiction, (ii) a banking moratorium shall
     have been declared by federal or state authorities, (iii) the United States
     shall have become engaged in hostilities, there shall have been an
     escalation in hostilities involving the United States or there shall have
     been a declaration of a national emergency or war by the United States or
     (iv) there shall have occurred such a material adverse change in general
     domestic or international economic, political or financial conditions (or
     the effect of international conditions on the financial markets in the
     United States shall be such) as to make it, in the judgment of the
     Representatives, impracticable or inadvisable to proceed with the offering
     or delivery of the Initial Notes being delivered on the Delivery Date on
     the terms and in the manner contemplated in the Offering Memorandum.

             (p)    The Sunoco Parties shall have furnished the Representatives
     such additional documents and certificates as the Representatives or
     counsel for the Initial Purchasers may reasonably request.

        All such opinions, certificates, letters and documents mentioned above
or elsewhere in this Agreement shall be in compliance with the provisions hereof
only if they are in form and substance reasonably satisfactory to the
Representatives and to counsel for the Initial Purchasers. The Operating
Partnership shall furnish to the Representatives conformed copies of such
opinions, certificates, letters and other documents in such number as they shall
reasonably request.

        9.   Indemnification and Contribution.

             (a)   The Sunoco Parties, jointly and severally, shall indemnify
     and hold harmless each Initial Purchaser, its officers and employees and
     each person, if any, who controls any Initial Purchaser within the meaning
     of the Securities Act, from and against any loss, claim, damage or
     liability, joint or several, or any action in respect thereof (including,
     but not limited to, any loss, claim, damage, liability or action relating
     to purchases and sales of Notes), to which that Initial Purchaser, officer,
     employee or controlling person may become subject, under the Securities Act
     or otherwise, insofar as


                                      -31-

<PAGE>

such loss, claim, damage, liability or action arises out of, or is based upon,
(i) any untrue statement or alleged untrue statement of a material fact
contained in (A) any Preliminary Offering Memorandum or the Offering Memorandum
or in any amendment or supplement thereto or (B) in any blue sky application or
other document prepared or executed by the Operating Partnership (or based upon
any written information furnished by the Operating Partnership) specifically for
the purpose of qualifying any or all of the Notes under the securities laws of
any state or other jurisdiction (any such application, document or information
being hereinafter called a "Blue Sky Application"), (ii) the omission or alleged
omission to state in any Preliminary Offering Memorandum or the Offering
Memorandum or in any amendment or supplement thereto or in any or in any Blue
Sky Application any material fact required to be stated therein or necessary to
make the statements therein not misleading, or (iii) any act or failure to act
or any alleged act or failure to act by any Initial Purchaser in connection
with, or relating in any manner to, the Notes or the offering contemplated
hereby, and which is included as part of or referred to in any loss, claim,
damage, liability or action arising out of or based upon matters covered by
clause (i) or (ii) above (provided that the Sunoco Parties shall not be liable
under this clause (iii) to the extent that it is determined in a final judgment
by a court of competent jurisdiction that such loss, claim, damage, liability or
action resulted directly from any such acts or failures to act undertaken or
omitted to be taken by such Initial Purchaser through its gross negligence or
willful misconduct), and shall reimburse each Initial Purchaser and each such
officer, employee or controlling person promptly upon demand for any legal or
other expenses reasonably incurred by that Initial Purchaser, officer, employee
or controlling person in connection with investigating or defending or preparing
to defend against any such loss, claim, damage, liability or action as such
expenses are incurred; provided, however, that the Sunoco Parties shall not be
liable in any such case to the extent that any such loss, claim, damage,
liability, action or expense arises out of, or is based upon, any untrue
statement or alleged untrue statement or omission or alleged omission made in
any Preliminary Offering Memorandum or the Offering Memorandum or in any
amendment or supplement thereto or in any or in any Blue Sky Application in
reliance upon and in conformity with written information concerning such Initial
Purchaser furnished to the Operating Partnership through the Representatives by
or on behalf of any Initial Purchaser specifically for inclusion therein which
information consists solely of the information specified in Section 9(e) hereof;
and provided, further, that with respect to any Preliminary Offering Memorandum,
the foregoing indemnity in this Section 9(a) shall not inure to the benefit of
any Initial Purchaser from whom the person asserting any loss, claim, damage,
liability, action or expense purchased Notes, or any of its directors, officers
or employees or any person controlling such Initial Purchaser, if copies of the
Offering Memorandum were timely delivered to the Initial Purchaser and a copy of
the Offering Memorandum (as then amended or supplemented if the Operating
Partnership shall have furnished any amendments or supplements thereto) was not
sent or given by or on behalf of such Initial Purchaser to such person, if
required by law so to have been delivered, at or prior to the written
confirmation of the sale of the Notes to such person, and if the Offering
Memorandum (as so amended or supplemented) would have cured the defect giving
rise to such loss, claim, damage, liability, action or expense. The foregoing
indemnity agreement is in addition to any liability which the Sunoco Parties may
otherwise have to

                                      -32-

<PAGE>

any Initial Purchaser or to any officer, employee or controlling person of that
Initial Purchaser.

        (b)  Each Initial Purchaser, severally and not jointly, shall indemnify
and hold harmless the Sunoco Parties, their officers and employees, each of
their directors, and each person, if any, who controls the Sunoco Parties within
the meaning of the Securities Act, from and against any loss, claim, damage or
liability, joint or several, or any action in respect thereof, to which the
Sunoco Parties or any such director, officer, employee or controlling person may
become subject, under the Securities Act or otherwise, insofar as such loss,
claim, damage, liability or action arises out of, or is based upon, (i) any
untrue statement or alleged untrue statement of a material fact contained in any
Preliminary Offering Memorandum or the Offering Memorandum or in any amendment
or supplement thereto, or (ii) the omission or alleged omission to state in the
Offering Memorandum or in any amendment or supplement thereto, any material fact
required to be stated therein or necessary to make the statements therein not
misleading, or (iii) the omission or alleged omission to state in any
Preliminary Offering Memorandum, the Offering Memorandum or in any amendment or
supplement thereto any material fact necessary to make the statements therein,
in light of the circumstances in which there were made, not misleading, but in
each case only to the extent that the untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in
conformity with written information concerning such Initial Purchaser furnished
to the Sunoco Parties through the Representatives by or on behalf of that
Initial Purchaser specifically for inclusion therein, and shall reimburse the
Sunoco Parties and any such director, officer, employee or controlling person
for any legal or other expenses reasonably incurred by the Sunoco Parties or any
such director, officer, employee or controlling person in connection with
investigating or defending or preparing to defend against any such loss, claim,
damage, liability or action as such expenses are incurred. The foregoing
indemnity agreement is in addition to any liability which any Initial Purchaser
may otherwise have to the Sunoco Parties or any such director, officer, employee
or controlling person.

        (c)  Promptly after receipt by an indemnified party under this Section 9
of notice of any claim or the commencement of any action, the indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party under this Section 9, notify the indemnifying party in writing of the
claim or the commencement of that action; provided, however, that the failure to
notify the indemnifying party shall not relieve it from any liability which it
may have under this Section 9 except to the extent it has been materially
prejudiced by such failure and, provided further, that the failure to notify the
indemnifying party shall not relieve it from any liability which it may have to
an indemnified party otherwise than under this Section 9. If any such claim or
action shall be brought against an indemnified party, and it shall notify the
indemnifying party thereof, the indemnifying party shall be entitled to
participate therein and, to the extent that it wishes, jointly with any other
similarly notified indemnifying party, to assume the defense thereof with
counsel reasonably satisfactory to the indemnified party. After notice from the
indemnifying party to the indemnified party of its election to assume the
defense of such claim or action, the indemnifying party shall not be liable to
the indemnified party under this Section 9 for any legal or other expenses
subsequently

                                      -33-

<PAGE>

     incurred by the indemnified party in connection with the defense thereof
     other than reasonable costs of investigation; provided, however, that the
     Representatives shall have the right to employ counsel to represent jointly
     the Representatives and those other Initial Purchasers and their respective
     officers, employees and controlling persons who may be subject to liability
     arising out of any claim or action in respect of which indemnity may be
     sought by the Initial Purchasers against the Sunoco Parties under this
     Section 9 if, in the reasonable judgment of the Representatives, it is
     advisable for the Representatives and those Initial Purchasers, officers,
     employees and controlling persons to be jointly represented by separate
     counsel, and in that event the fees and expenses of one such separate
     counsel (plus one local counsel if necessary in the opinion of counsel to
     the indemnified party) shall be paid by the Sunoco Parties. No indemnifying
     party shall (i) without the prior written consent of the indemnified
     parties (which consent shall not be unreasonably withheld), settle or
     compromise or consent to the entry of any judgment with respect to any
     pending or threatened claim, action, suit or proceeding in respect of which
     indemnification or contribution may be sought hereunder (whether or not the
     indemnified parties are actual or potential parties to such claim or
     action) unless such settlement, compromise or consent includes an
     unconditional release of each indemnified party from all liability arising
     out of such claim, action, suit or proceeding, or (ii) be liable for any
     settlement of any such action effected without its written consent (which
     consent shall not be unreasonably withheld), but if settled with the
     consent of the indemnifying party or if there be a final judgment of the
     plaintiff in any such action, the indemnifying party agrees to indemnify
     and hold harmless any indemnified party from and against any loss or
     liability by reason of such settlement or judgment.

          (d) If the indemnification provided for in this Section 9 shall for
     any reason be unavailable to or insufficient to hold harmless an
     indemnified party under Section 9(a) or 9(b) hereof in respect of any loss,
     claim, damage or liability, or any action in respect thereof, referred to
     therein, then each indemnifying party shall, in lieu of indemnifying such
     indemnified party, contribute to the amount paid or payable by such
     indemnified party as a result of such loss, claim, damage or liability, or
     action in respect thereof, (i) in such proportion as shall be appropriate
     to reflect the relative benefits received by the Sunoco Parties, on the one
     hand, and the Initial Purchasers, on the other hand, from the offering of
     the Initial Notes or (ii) if the allocation provided by clause (i) above is
     not permitted by applicable law, in such proportion as is appropriate to
     reflect not only the relative benefits referred to in clause (i) above but
     also the relative fault of the Sunoco Parties, on the one hand, and the
     Initial Purchasers on the other, with respect to the statements or
     omissions that resulted in such loss, claim, damage or liability, or action
     in respect thereof, as well as any other relevant equitable considerations.
     The relative benefits received by the Sunoco Parties, on the one hand, and
     the Initial Purchasers on the other, with respect to such offering shall be
     deemed to be in the same proportion as the total net proceeds from the
     offering of the Initial Notes purchased under this Agreement (before
     deducting expenses) received by the Operating Partnership, on the one hand,
     and the total discounts and commissions received by the Initial Purchasers
     with respect to the Initial Notes purchased under this Agreement, on the
     other hand, bear to the total gross proceeds from the offering of the
     Initial Notes under this Agreement, in each case as set forth in the table
     on the cover page of the Offering Memorandum. The relative fault shall be
     determined by reference to whether the untrue or alleged untrue

                                      -34-

<PAGE>

     statement of a material fact or omission or alleged omission to state a
     material fact relates to information supplied by the Sunoco Parties or the
     Initial Purchasers, the intent of the parties and their relative knowledge,
     access to information and opportunity to correct or prevent such statement
     or omission. The Sunoco Parties and the Initial Purchasers agree that it
     would not be just and equitable if contributions pursuant to this Section 9
     were to be determined by pro rata allocation (even if the Initial
     Purchasers were treated as one entity for such purpose) or by any other
     method of allocation which does not take into account the equitable
     considerations referred to herein. The amount paid or payable by an
     indemnified party as a result of the loss, claim, damage, liability, or
     action in respect thereof, referred to above in this Section 9 shall be
     deemed to include, for purposes of this Section 9(d), any legal or other
     expenses reasonably incurred by such indemnified party in connection with
     investigating or defending any such action or claim. Notwithstanding the
     provisions of this Section 9(d), no Initial Purchaser shall be required to
     contribute any amount in excess of the amount by which the total price at
     which the Initial Notes purchased by it and distributed to the public was
     offered to the public exceeds the amount of any damages which such Initial
     Purchaser has otherwise paid or become liable to pay by reason of any
     untrue or alleged untrue statement or omission or alleged omission. No
     person guilty of fraudulent misrepresentation (within the meaning of
     Section 11(f) of the Securities Act) shall be entitled to contribution from
     any person who was not guilty of such fraudulent misrepresentation. The
     Initial Purchasers' obligations to contribute as provided in this Section
     9(d) are several in proportion to their respective Initial Notes purchasing
     obligations and not joint.

             (e) The Initial Purchasers severally confirm and the Sunoco Parties
     acknowledge that the statements with respect to the offering of the Initial
     Notes by the Initial Purchasers set forth on the cover page of the Offering
     Memorandum and the statements in the table in the first paragraph, and the
     statements in the third and sixth paragraphs appearing under the caption
     "Plan of Distribution" in the Offering Memorandum are correct and
     constitute the only information concerning such Initial Purchasers
     furnished in writing to the Operating Partnership by or on behalf of the
     Initial Purchasers specifically for inclusion in the Offering Memorandum.

          10.    Defaulting Initial Purchasers.

          If, on the Delivery Date, any Initial Purchaser defaults in the
performance of its obligations under this Agreement, the remaining
non-defaulting Initial Purchasers shall be obligated to purchase the Initial
Notes which the defaulting Initial Purchaser agreed but failed to purchase on
the Delivery Date in the respective proportions which the amounts set opposite
the name of each remaining non-defaulting Initial Purchaser in Schedule 1 hereto
bears to the total amounts set opposite the names of all the remaining
non-defaulting Initial Purchasers in Schedule 1 hereto; provided, however, that
the remaining non-defaulting Initial Purchasers shall not be obligated to
purchase any of the Initial Notes on the Delivery Date if the total amount of
Initial Notes which the defaulting Initial Purchaser or Initial Purchasers
agreed but failed to purchase on such date exceeds 9.09% of the total amount of
the Initial Notes to be purchased on the Delivery Date, and any remaining
non-defaulting Initial Purchaser shall not be obligated to purchase more than
110% of the amount of the Initial Notes which it agreed to purchase on the
Delivery Date pursuant to the terms of Section 3 hereof. If the foregoing
maximums are

                                      -35-

<PAGE>

exceeded, the remaining non-defaulting Initial Purchasers, or those other
purchasers satisfactory to the Representatives who so agree, shall have the
right, but shall not be obligated, to purchase, in such proportion as may be
agreed upon among them, all the Initial Notes to be purchased on the Delivery
Date. If the remaining Initial Purchasers or other purchasers satisfactory to
the Representatives do not elect to purchase the Initial Notes which the
defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase
on the Delivery Date, this Agreement shall terminate without liability on the
part of any non-defaulting Initial Purchaser or any Sunoco Party except that the
Sunoco Parties will continue to be liable for the payment of expenses to the
extent set forth in Sections 7 and 12 hereof. As used in this Agreement, the
term "Initial Purchaser" includes, for all purposes of this Agreement unless the
context requires otherwise, any party not listed in Schedule 1 hereto who,
pursuant to this Section 10, purchases Initial Notes which a defaulting Initial
Purchaser agreed but failed to purchase.

     Nothing contained herein shall relieve a defaulting Initial Purchaser of
any liability it may have to the Sunoco Parties for damages caused by its
default. If other purchasers are obligated or agree to purchase the Initial
Notes of a defaulting Initial Purchaser, either the Representatives or the
Operating Partnership may postpone the Delivery Date for up to seven full
business days in order to effect any changes that in the opinion of counsel for
the Operating Partnership or counsel for the Initial Purchasers may be necessary
in the Offering Memorandum or in any other document or arrangement.

     11.   Termination. The obligations of the Initial Purchasers hereunder may
be terminated by the Representatives by notice given to and received by the
Operating Partnership prior to delivery of and payment for the Initial Notes if,
prior to that time, any of the events described in Sections 8(l), 8(m) or 8(n)
hereof shall have occurred or if the Initial Purchasers shall decline to
purchase the Initial Notes for any reason permitted under this Agreement.

     12.   Reimbursement of Initial Purchasers' Expenses. If the Operating
Partnership shall fail to tender the Initial Notes for delivery to the Initial
Purchasers by reason of any failure, refusal or inability on the part of any
Sunoco Party to perform any agreement on its part to be performed, or because
any other condition of the Initial Purchasers' obligations hereunder required to
be fulfilled by any Sunoco Entity is not fulfilled, the Sunoco Parties will
reimburse the Initial Purchasers for all reasonable out-of-pocket expenses
(including fees and disbursements of counsel) incurred by the Initial Purchasers
in connection with this Agreement and the proposed purchase of the Initial
Notes, and upon demand the Sunoco Parties shall pay the full amount thereof to
the Representatives.

     13.   Notices. All statements, requests, notices and agreements hereunder
shall be in writing, and:

          (a) if to any of the Sunoco Parties, shall be delivered or sent by
     mail, telex or facsimile transmission to such Sunoco Party at 1801 Market
     Street, Philadelphia, Pennsylvania 19103, Attention: Deborah M. Fretz,
     President (Fax: 215/977-3902); and

          (b) if to the Initial Purchasers, such notice shall be delivered or
     sent by mail, telex or facsimile transmission to the Representatives in
     care of Lehman Brothers Inc., 101 Hudson Street, Jersey City, New Jersey
     07302, Attention: Syndicate


                                      -36-

<PAGE>

     Department (Fax: 212/526-6588), with a copy, in the case of any notice
     pursuant to Section 9(c) hereof, to the Director of Litigation, Office of
     the General Counsel, Lehman Brothers Inc., 101 Hudson Street, Jersey City,
     New Jersey 07302; provided, however, that any notice to an Initial
     Purchaser pursuant to Section 9(c) hereof shall be delivered or sent by
     mail, telex or facsimile transmission to such Initial Purchaser at its
     address set forth in its acceptance telex to the Representatives, which
     address will be supplied to any other party hereto by the Representatives
     upon request. Any such statements, requests, notices or agreements shall
     take effect at the time of receipt thereof. The Operating Partnership shall
     be entitled to act and rely upon any request, consent, notice or agreement
     given or made on behalf of the Initial Purchasers by Lehman Brothers Inc.
     on behalf of the Representatives.

          14. Persons Entitled to Benefit of Agreement. This Agreement shall
inure to the benefit of and be binding upon the Initial Purchasers, the Sunoco
Parties and their respective successors. This Agreement and the terms and
provisions hereof are for the sole benefit of only those persons, except that
(A) the representations, warranties, indemnities and agreements of the Sunoco
Parties contained in this Agreement shall also be deemed to be for the benefit
of the person or persons, if any, who control any Initial Purchaser within the
meaning of Section 15 of the Securities Act and (B) the indemnity agreement of
the Initial Purchasers contained in Section 9(b) hereof shall be deemed to be
for the benefit of any person controlling any of the Sunoco Parties within the
meaning of Section 15 of the Securities Act. Nothing in this Agreement is
intended or shall be construed to give any person, other than the persons
referred to in this Section 14, any legal or equitable right, remedy or claim
under or in respect of this Agreement or any provision contained herein.

          15. Survival. The respective indemnities, representations, warranties
and agreements of the Sunoco Parties and the Initial Purchasers contained in
this Agreement or made by or on behalf on them, respectively, pursuant to this
Agreement, shall survive the delivery of and payment for the Notes and shall
remain in full force and effect, regardless of any investigation made by or on
behalf of any of them or any person controlling any of them.

          16. Definition of the Terms "Business Day" and "Subsidiary". For
purposes of this Agreement, (a) "business day" means any day on which the New
York Stock Exchange is open for trading, and (b) "affiliate" and "subsidiary"
have their respective meanings set forth in Rule 405 of the Rules and
Regulations.

          17. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

          18. Counterparts. This Agreement may be executed in one or more
counterparts and, if executed in more than one counterpart, the executed
counterparts shall each be deemed to be an original but all such counterparts
shall together constitute one and the same instrument.




                                      -37-



<PAGE>

          19. Headings. The headings herein are inserted for convenience of
reference only and are not intended to be part of, or to affect the meaning or
interpretation of, this Agreement.



                                      -38-


<PAGE>

           If the foregoing correctly sets forth the agreement among the Sunoco
Parties and the Initial Purchasers, please indicate your acceptance in the space
provided for that purpose below.

                                       Very truly yours,

                                       SUNOCO LOGISTICS PARTNERS
                                       OPERATIONS L.P.

                                       By:     Sunoco Logistics Partners GP LLC,
                                               its general partner

                                               By:
                                                  ------------------------------
                                               Name:
                                               Title:


                                       SUNOCO, INC.


                                       By:
                                          --------------------------------------
                                            Name:
                                            Title:


                                       SUNOCO, INC. (R&M)


                                       By:
                                          --------------------------------------
                                            Name:
                                            Title:


                                       SUN PIPE LINE COMPANY OF DELAWARE

                                       By:
                                          --------------------------------------
                                            Name:
                                            Title:



                                      -39-


<PAGE>

                                       SUNOCO TEXAS PIPE LINE COMPANY

                                       By:
                                          --------------------------------------
                                            Name:
                                            Title:


                                       ATLANTIC PETROLEUM CORPORATION

                                       By:
                                          --------------------------------------
                                            Name:
                                            Title:


                                       SUNOCO PARTNERS LLC


                                       By:
                                          --------------------------------------
                                            Name:
                                            Title:


                                       SUNOCO LOGISTICS PARTNERS L.P.

                                       By:  Sunoco Partners LLC, its general
                                              partner


                                            By:
                                               ---------------------------------
                                            Name:
                                            Title:




                                      -40-



<PAGE>


Accepted by:

Lehman Brothers Inc.
Credit Suisse First Boston Corporation
Banc of America Securities LLC
Salomon Smith Barney Inc.
UBS Warburg LLC
First Union Securities, Inc.

         For themselves and as
         Representatives of the
         several Initial Purchasers named
         in Schedule 1 hereto

By:      LEHMAN BROTHERS INC.
         Authorized Representative

         By:
              ---------------------------------------
               Name:
               Title:


                                      -41-


<PAGE>

                                   SCHEDULE 1

Initial Purchasers                                     Principal Amount
------------------                                     ----------------

Lehman Brothers Inc.                                   $
Credit Suisse First Boston Corporation                 $
Banc of America Securities LLC                         $
Salomon Smith Barney Inc.                              $
UBS Warburg LLC                                        $
First Union Securities, Inc.                           $
                                                       -----------
                                                       $250,000,000

                                      -42-


<PAGE>

                                    EXHIBIT A

                      FORM OF REGISTRATION RIGHTS AGREEMENT






                                       1


<PAGE>

                                    EXHIBIT B

                             FORM OF LOCK-UP LETTER

Lehman Brothers Inc.                                          __________, 2002
Salomon Smith Barney Inc.
UBS Warburg LLC
Banc of America Securities LLC
First Union Securities, Inc.
Credit Suisse First Boston Corporation
c/o Lehman Brothers Inc.
101 Hudson Street
Jersey City, New Jersey  07302

Dear Sirs:

The undersigned understands that you and certain other firms propose to enter
into an Purchase Agreement (the "Purchase Agreement") among Sunoco Logistics
Partners Operations GP LLC, Sunoco Pipeline L.P., Sunoco Partners Marketing &
Terminals L.P., Sunoco, Inc., Sunoco, Inc. (R&M), Sun Pipe Line Company of
Delaware, Sunoco Texas Pipe Line Company, Atlantic Petroleum Corporation, Sunoco
Partners LLC, Sunoco Partners LLC, Sunoco Logistics Partners L.P. (the
"Partnership"), Sunoco Logistics Partners Operations L.P. (the "Operating
Partnership") and Lehman Brothers Inc., Salomon Smith Barney Inc., UBS Warburg
LLC, Banc of America Securities LLC, First Union Securities, Inc. and Credit
Suisse First Boston Corporation as Initial Purchasers (the "Initial
Purchasers"), providing for the purchase by you and such other Initial
Purchasers of $250.0 million in aggregate principal amount of the Operating
Partnership's ___% Senior Notes due 2012 ("Notes"). Capitalized terms used but
not defined herein have the meanings given to them in the Purchase Agreement.

In consideration of the execution of the Purchase Agreement by the Initial
Purchasers, and for other good and valuable consideration, the undersigned
hereby irrevocably agrees that, without the prior written consent of Lehman
Brothers Inc., on behalf of the Initial Purchasers, the undersigned will not,
directly or indirectly, (1) offer for sale, sell, pledge, grant any option to
purchase, issue any instrument convertible into or exchangeable for, or
otherwise dispose of (or enter into any transaction or device which is designed
to, or could be expected to, result in the disposition by any person at any time
in the future of) any debt securities of the Operating Partnership or any of its
subsidiaries having a maturity of more than one year from the date of issue of
such securities, except (A) for New Notes in connection with the Exchange Offer
or (B) with your prior consent, or (2) enter into any swap or other derivatives
transaction that transfers to another, in whole or in part, any of the economic
benefits or risks of ownership of such debt securities, whether any such
transaction described in clause (1) or (2) above is to be settled by delivery of
Notes or other debt securities, in cash or otherwise, in each case for a period
of 180 days from the date of the Offering Memorandum, without the prior written
consent of Lehman Brothers Inc. on behalf of the Initial Purchasers.

                                       1



<PAGE>

In furtherance of the foregoing, the Operating Partnership and its Transfer
Agent are hereby authorized to decline to make any transfer of securities if
such transfer would constitute a violation or breach of this Lock-Up Letter
Agreement.

It is understood that, if the Operating Partnership notifies you that it does
not intend to proceed with the purchase of the Notes, if the Purchase Agreement
does not become effective, or if the Purchase Agreement (other than the
provisions thereof which survive termination) shall terminate or be terminated
prior to payment for and delivery of the Notes, we will be released from our
obligations under this Lock-Up Letter Agreement.

The undersigned understands that the Operating Partnership and the Initial
Purchasers will proceed with the sale and purchase of the Notes in reliance on
this Lock-Up Letter Agreement.

Whether or not the sale and purchase of the Notes actually occur depends on a
number of factors, including market conditions. Any sale and purchase of the
Notes will only be made pursuant to a Purchase Agreement, the terms of which are
subject to negotiation between the Operating Partnership and the Initial
Purchasers.

The undersigned hereby represents and warrants that the undersigned has full
power and authority to enter into this Lock-Up Letter Agreement and that, upon
request, the undersigned will execute any additional documents necessary in
connection with the enforcement hereof. Any obligations of the undersigned shall
be binding upon the [heirs, personal representatives,] [Note: use this language
for lock-ups signed by natural persons] [successors and assigns] [Note: use this
language for lock-ups signed by Sunoco affiliate companies] of the undersigned.

Yours very truly,


-------------------------------------


Dated: ____________, 2002




                                       2


<PAGE>

                                    EXHIBIT C

                    FORM OF OPINION OF VINSON & ELKINS L.L.P.

          (a) Each of the Partnership, the Operating Partnership and RM In LP
     has been duly formed and is validly existing in good standing as a limited
     partnership under the Delaware LP Act with full partnership power and
     authority to own or lease its properties to be owned or leased at the
     Delivery Date, to assume the liabilities being assumed by it pursuant to
     the Merger and Contribution Agreements and to conduct its business to be
     conducted at the Delivery Date, in each case in all material respects. Each
     of the Partnership, the Operating Partnership and RM In LP is duly
     registered or qualified as a foreign limited partnership for the
     transaction of business under the laws of each jurisdiction set forth in
     Annex I to this Opinion.

          (b) Sun Pipeline LP has been duly formed and is validly existing in
     good standing as a limited partnership under the Texas LP Act with full
     partnership power and authority to own or lease its properties to be owned
     or leased at the Delivery Date, to assume the liabilities being assumed by
     it pursuant to the Merger and Contribution Agreements and to conduct its
     business to be conducted at the Delivery Date, in each case in all material
     respects. Sun Pipeline LP is duly registered or qualified as a foreign
     limited partnership for the transaction of business under the laws of each
     jurisdiction set forth in Annex I to this Opinion.

          (c) Each of LA LLC, GP LLC and OLP GP LLC has been duly formed and is
     validly existing in good standing as a limited liability company under the
     Delaware LLC Act with full limited liability company power and authority to
     own or lease its properties to be owned or leased at the Delivery Date, to
     assume the liabilities being assumed by it pursuant to the Merger and
     Contribution Agreements and to conduct its business to be conducted at the
     Delivery Date, in each case in all material respects. GP LLC has full
     limited liability company power and authority to act as general partner of
     the Operating Partnership. OLP GP LLC has full limited liability company
     power and authority to act as general partner of Sun Pipeline LP and RM In
     LP. Each of LA LLC, GP LLC and OLP GP LLC is duly registered or qualified
     as a foreign limited liability company for the transaction of business
     under the laws of each jurisdiction set forth in Annex I to this Opinion.

          (d) Each of Sun Delaware, Sun Atlantic R&M, Atlantic Petroleum,
     Atlantic, Atlantic Refining, Borger, Sunoco Texas, Atlantic In LP, Atlantic
     RM In LP, Atlantic Out LP, Atlantic RM In LP, Michigan In LLC, Mid-Con In
     LLC, Michigan Texas, Mid-Con Texas, R&M In LLC, Pipe Line GP LLC, Atlantic
     In LLC, Atlantic Out LLC and Services Out LLC has been duly incorporated or
     organized and is validly existing in good standing as a corporation,
     limited liability company or limited partnership, as the case may be, under
     the laws of its jurisdiction of incorporation or organization with full
     corporate, limited liability company or partnership power and authority, as
     the case may be, to own or lease its properties to be owned or leased at
     the Delivery Date, to assume the liabilities being assumed by it pursuant
     to the Merger and

                                       1

<PAGE>

Contribution Agreements and to conduct its business to be conducted by it at the
Delivery Date, in each case in all material respects.

       (e)   The General Partner is the sole general partner of the Partnership
with a 2.0% general partner interest in the Partnership; such general partner
interest has been duly authorized and validly issued in accordance with the
Partnership Agreement; and the General Partner owns such general partner
interest free and clear of all liens, encumbrances, security interests, charges
or claims (i) in respect of which a financing statement under the Uniform
Commercial Code of the State of Delaware naming the General Partner as debtor is
on file in the office of the Secretary of State of the State of Delaware or (ii)
otherwise known to such counsel, without independent investigation, other than
those created by or arising under the Delaware LP Act.

       (f)   The General Partner owns 7,472,528 Common Units and 12,472,528
Subordinated Units and all of the Incentive Distribution Rights; all of such
Sponsor Units and the limited partner interests represented thereby and the
Incentive Distribution Rights have been duly authorized and validly issued in
accordance with the Partnership Agreement, and are fully paid (to the extent
required under the Partnership Agreement) and nonassessable (except as such
nonassessability may be affected by matters described in the Prospectus under
the caption "The Partnership Agreement--Limited Liability"); and the General
Partner owns the Sponsor Units and the Incentive Distribution Rights free and
clear of all liens, encumbrances (except, with respect to the Incentive
Distribution Rights, restrictions on transferability as described in the
Prospectus), security interests, charges or claims (i) in respect of which a
financing statement under the Uniform Commercial Code of the State of Delaware
naming the General Partner as debtor is on file in the office of the Secretary
of State of the State of Delaware or (ii) otherwise known to such counsel,
without independent investigation, other than those created by or arising under
the Delaware LP Act.

       (g)   The Initial Notes to be issued and sold to the Initial Purchasers
by the Operating Partnership pursuant to the Purchaser Agreement have been duly
authorized by the Operating Partnership Agreement and, when issued and delivered
to the Initial Purchasers against payment therefor in accordance with the terms
of the Purchaser Agreement, will be duly authorized by the Operating Partnership
Agreement and validly issued.

       (h)   The General Partner is the sole member of LA LLC with a 100% member
interest in LA LLC; such member interest has been duly authorized and validly
issued in accordance with the LA LLC Agreement and is fully paid (to the extent
required under the LA LLC Agreement) and nonassessable (except as such
nonassessability may be affected by Section 18-607 of the Delaware LLC Act); and
the General Partner owns such member interest free and clear of all liens,
encumbrances, security interests, charges or claims (i) in respect of which a
financing statement under the Uniform Commercial Code of the State of Delaware
naming the General Partner as a debtor is on file in the office of the Secretary
of State of the State of Delaware or (ii) otherwise known to such counsel,
without independent investigation, other than those created by or arising under
the Delaware LLC Act.


                                       2

<PAGE>

        (i)  The Partnership is the sole member of GP LLC with a 100% member
interest in GP LLC; such member interest has been duly authorized and validly
issued in accordance with the GP LLC Agreement and is fully paid (to the extent
required under the GP LLC Agreement) and nonassessable (except as such
nonassessability may be affected by Section 18-607 of the Delaware LLC Act); and
the Partnership owns such member interest free and clear of all liens,
encumbrances, security interests, charges or claims (i) in respect of which a
financing statement under the Uniform Commercial Code of the State of Delaware
naming the Partnership as a debtor is on file in the office of the Secretary of
State of the State of Delaware or (ii) otherwise known to such counsel, without
independent investigation, other than those created by or arising under the
Delaware LLC Act.

        (j)  GP LLC is the sole general partner of the Operating Partnership
with a .01% general partner interest in the Operating Partnership; such general
partner interest has been duly authorized and validly issued in accordance with
the Operating Partnership Agreement, and GP LLC owns such general partner
interest free and clear of all liens, encumbrances (except restrictions on
transferability as described in the Offering Memorandum), security interests,
charges or claims (i) in respect of which a financing statement under the
Uniform Commercial Code of the State of Delaware naming GP LLC as a debtor is on
file in the office of the Secretary of State of the State of Delaware or (ii)
otherwise known to such counsel, without independent investigation, other than
those created by or arising under the Delaware LP Act.

        (k)  The Partnership is the sole limited partner of the Operating
Partnership with a 99.99% limited partner interest in the Operating Partnership;
such limited partner interest has been duly authorized and validly issued in
accordance with the Operating Partnership Agreement and is fully paid (to the
extent required under the Operating Partnership Agreement) and nonassessable
(except as such nonassessability may be affected by matters described in the
Prospectus under the caption "The Partnership Agreement--Limited Liability");
and the Partnership owns such limited partner interest free and clear of all
liens, encumbrances, security interests, charges or claims (i) in respect of
which a financing statement under the Uniform Commercial Code of the State of
Delaware naming the Partnership as a debtor is on file in the office of the
Secretary of State of the State of Delaware or (ii) otherwise known to such
counsel, without independent investigation, other than those created by or
arising under the Delaware LP Act.

        (l)  The Operating Partnership is the sole member of OLP GP LLC with a
100% member interest in OLP GP LLC; such member interest has been duly
authorized and validly issued in accordance with the OLP GP LLC Agreement and is
fully paid (to the extent required under the OLP GP LLC Agreement) and
nonassessable (except as such nonassessability may be affected by Section 18-607
of the Delaware LLC Act); and the Operating Partnership owns such member
interest free and clear of all liens, encumbrances, security interests, charges
or claims (i) in respect of which a financing statement under the Uniform
Commercial Code of the State of Delaware naming the Operating Partnership as a
debtor is on file in the office of the Secretary of State of the

                                       3

<PAGE>

State of Delaware or (ii) otherwise known to such counsel, without independent
investigation, other than those created by or arising under the Delaware LLC
Act.

       (m)   OLP GP LLC is the sole general partner of Sun Pipeline LP and RM In
LP with a .01% general partner interest in each; each such general partner
interest has been duly authorized and validly issued in accordance with the
applicable Operating Subsidiary Partnership Agreement; and OLP GP LLC owns such
general partner interests free and clear of all liens, encumbrances (except
restrictions on transferability as described in the Prospectus), security
interests, charges or claims (i) in respect of which a financing statement under
the Uniform Commercial Code of the State of Delaware naming OLP GP LLC as a
debtor is on file in the office of the Secretary of State of the State of
Delaware or (ii) otherwise known to such counsel, without independent
investigation, other than those created by or arising under the Delaware LP Act.

       (n)   The Operating Partnership is the sole limited partner of each of
Sun Pipeline LP and RM In LP with a 99.99% limited partner interest in each;
each such limited partner interest has been duly authorized and validly issued
in accordance with the applicable Operating Subsidiary Partnership Agreement and
is fully paid (to the extent required under the Operating Subsidiary Partnership
Agreement) and nonassessable (except as such nonassessability may be affected by
matters described in the Prospectus under the caption "The Partnership
Agreement--Limited Liability"); and the Partnership owns such limited partner
interests free and clear of all liens, encumbrances, security interests, charges
or claims (i) in respect of which a financing statement under the Uniform
Commercial Code of the State of Delaware naming the Operating Partnership as a
debtor is on file in the office of the Secretary of State of the State of
Delaware or (ii) otherwise known to such counsel, without independent
investigation, other than those created by or arising under the Delaware LP Act.

       (o)   Sun Delaware owns 100% of the issued and outstanding common stock
of Sunoco Texas; such stock has been duly authorized and validly issued and is
fully paid and nonassessable; and Sun Delaware owns such stock free and clear of
all liens, encumbrances, security interests, charges or claims (i) in respect of
which a financing statement under the Uniform Commercial Code of the State of
Delaware naming Sun Delaware as a debtor is on file in the office of the
Secretary of State of the State of Delaware or (ii) otherwise known to such
counsel, without independent investigation, other than those created by or
arising under the TBCA.

       (p)   Atlantic Petroleum is the sole member of Atlantic Out LLC with a
100% member interest in Atlantic Out LLC; such member interest has been duly
authorized and validly issued in accordance with the Atlantic Out LLC Agreement
and is fully paid (to the extent required under the Atlantic Out LLC Agreement)
and nonassessable (except as such nonassessability may be affected by Article
5.09 of the Texas LLC Act); and Atlantic Petroleum owns such member interests
free and clear of all liens, encumbrances, security interests, charges or claims
(i) in respect of which a financing statement under the Uniform Commercial Code
of the State of Delaware naming Atlantic Petroleum as a debtor is on file in the
office of the Secretary of State of

                                       4

<PAGE>

     the State of Delaware or (ii) otherwise known to such counsel, without
     independent investigation, other than those created by or arising under the
     Delaware LLC Act.

          (q) Atlantic Out LLC is the sole general partner of each of Atlantic
     Out LP and Atlantic RM Out LP with a .01% general partner interest in each;
     such general partner interest has been duly authorized and validly issued
     in accordance with the Atlantic Out LP Partnership Agreement and the
     Atlantic RM Out LP Partnership Agreement, as the case may be; and Atlantic
     Out LLC owns such general partner interest free and clear of all liens,
     encumbrances, security interests, charges or claims (i) in respect of which
     a financing statement under the Uniform Commercial Code of the State of
     Delaware naming Atlantic Out LLC as a debtor is on file in the office of
     the Secretary of State of the State of Delaware or (ii) otherwise known to
     such counsel, without independent investigation, other than those created
     by or arising under the Delaware LP Act.

          (r) Atlantic Petroleum is the sole limited partner of each of Atlantic
     Out LP and Atlantic RM Out LP with a 99.99% limited partner interest in
     each; such limited partner interest has been duly authorized and validly
     issued in accordance with the Atlantic Out LP Partnership Agreement and the
     Atlantic RM Out LP Partnership Agreement, as the case may be, and is fully
     paid (to the extent required under the Atlantic Out LP Partnership
     Agreement and the Atlantic RM Out LP Partnership Agreement) and
     nonassessable (except as such nonassessability may be affected by matters
     described in the Prospectus under the caption "The Partnership
     Agreement--Limited Liability"); and Atlantic Petroleum owns such limited
     partner interest free and clear of all liens, encumbrances, security
     interests, charges or claims (i) in respect of which a financing statement
     under the Uniform Commercial Code of the State of Delaware naming Atlantic
     Petroleum as a debtor is on file in the office of the Secretary of State of
     the State of Delaware or (ii) otherwise known to such counsel, without
     independent investigation, other than those created by or arising under the
     Delaware LP Act.

          (s) The Operating Partnership has all requisite partnership power and
     authority to issue, sell and deliver (i) the Initial Notes, in accordance
     with and upon the terms and conditions set forth in the Purchaser
     Agreement, the Operating Partnership Agreement and the Offering Memorandum.

          (t) Each of the Partnership, the Operating Partnership, Sun Pipeline
     LP and RM In LP has all requisite limited partnership power and authority
     under the laws of the State of Texas to own or lease its properties and to
     conduct its business in the State of Texas, in each case in all material
     respects as described or otherwise disclosed in the Offering Memorandum;
     the General Partner, GP LLC and OLP GP LLC has all requisite limited
     liability company power and authority under the laws of the State of Texas
     to own or lease its properties and to conduct its business in the State of
     Texas, in each case in all material respects as described or otherwise
     disclosed in the Offering Memorandum; and upon the consummation of the
     Transactions (assuming that the Partnership will not be liable under the
     laws of the State of Delaware for the liabilities of the Operating
     Partnership, Sun Pipeline LP or RM In LP and assuming that unitholders will
     not be liable under the laws of the State of Delaware for the liabilities
     of the Partnership, the

                                       5

<PAGE>

     Operating Partnership, Sun Pipeline LP or RM In LP), the Partnership will
     not be liable under the laws of the State of Texas for the liabilities of
     the Operating Partnership, and unitholders will not be liable under the
     laws of the State of Texas for the liabilities of the Partnership or the
     Operating Partnership except in each case to the same extent as under the
     laws of the State of Delaware.

          (u) The Purchase Agreement has been duly authorized and validly
     executed and delivered by each of the Operating Partnership, the
     Partnership, Sun Delaware, Sunoco Texas and Atlantic Petroleum, OLP GP LLC,
     Sun Pipeline LP, RM In LP, Sunoco, Sunoco R&M, the General Partner and GP
     LLC.

          (v) Each of the Operative Agreements to which any of the Sunoco
     Entities other than the General Partner, Sunoco, Sunoco R&M, Sun Atlantic
     BV, Pipe Line, Michigan and Mid-Con (the "Sunoco Delaware and Texas
     Entities") is a party has been duly authorized and validly executed and
     delivered by the Sunoco Delaware and Texas Entities parties thereto. Each
     of the Operative Agreements (other than any Merger and Contribution
     Agreements governed by law other than Delaware of Texas law, as to which
     such counsel need not express any opinion) to which any of the Sunoco
     Entities is a party constitutes a valid and legally binding obligation of
     the Sunoco Entities parties thereto, enforceable against each such party in
     accordance with its respective terms, subject to (i) applicable bankruptcy,
     insolvency, fraudulent transfer, reorganization, moratorium and similar
     laws relating to or affecting creditors' rights generally and by general
     principles of equity (regardless of whether such enforceability is
     considered in a proceeding at law or in equity), and (ii) public policy,
     applicable law relating to fiduciary duties and indemnification and an
     implied covenant of good faith and fair dealing.

          (w) The Mergers became effective under the Delaware LLC Act, the Texas
     LLC Act, the DGCL and the TBCA, as applicable, on________________, 2002 and
     the Conversion became effective under the DGCL and the Delaware LLC Act on
     ________________, 2002.

          (x) The Mergers and the Conversion were legally sufficient under the
     law of the State of Delaware and Texas to vest, directly or indirectly, in
     the Operating Partnership and the Operating Subsidiaries, as applicable,
     the assets of the parties to the Mergers and the Conversion located in the
     State of Delaware and Texas.

          (y) None of the offering, issuance and sale by the Operating
     Partnership of the Initial Notes, the execution, delivery and performance
     of the Purchase Agreement or the Operative Agreements by the Sunoco
     Entities which are parties thereto, or the consummation of the transactions
     contemplated thereby (including the Transactions) (i) constitutes or will
     constitute a violation of the agreement of limited partnership, limited
     liability company agreement, certificate or articles of incorporation or
     bylaws or other organizational documents of any of the Sunoco Delaware and
     Texas Entities, (ii) constitutes or will constitute a breach or violation
     of, or a default (or an event which, with notice or lapse of time or both,
     would constitute such a default) under, any Operative Agreement (other than
     any Merger and Contribution Agreement governed by law other than Delaware
     or Texas law), (iii) violates or will violate the Delaware LP Act,

                                       6

<PAGE>

     the Delaware LLC Act, the DGCL, the Texas LP Act, the Texas LLC Act or the
     TBCA or federal law, or (iv) results or will result in the creation or
     imposition of any lien, charge or encumbrance upon any property or assets
     of any of the Sunoco Delaware and Texas Entities, which conflicts,
     breaches, violations, defaults or liens, in the case of clauses (ii), (iii)
     or (iv), would, individually or in the aggregate, have a Material Adverse
     Effect.

          (z) No permit, consent, approval, authorization, order, registration,
     filing or qualification ("consent") of or with any federal, Delaware or
     Texas court, governmental agency or body having jurisdiction over the
     General Partner, the Partnership, GP LLC, the Operating Partnership, OLP GP
     LLC or the Operating Subsidiaries is required for the offering, issuance
     and sale by the Operating Partnership of the Initial Notes, the execution,
     delivery and performance of the Purchase Agreement or the Operative
     Agreements (other than any Merger and Contribution Agreement governed by
     law other than Delaware or Texas law) by the Sunoco Entities party thereto
     or the consummation by the Sunoco Entities of the transactions contemplated
     by the Purchase Agreement or the Operative Agreements (other than any
     Merger and Contribution Agreement governed by law other than Delaware or
     Texas law), except (i) for such consents required under the Securities Act
     and the Exchange Act or under state securities or "Blue Sky" laws, as to
     which such counsel need not express any opinion, (ii) for such consents
     which have been obtained or made, (iii) for such consents which (A) are of
     a routine or administrative nature, (B) are not customarily obtained or
     made prior to the consummation of transactions such as those contemplated
     by the Purchase Agreement and the Operative Agreements and (C) are expected
     in the reasonable judgment of the General Partner to be obtained in the
     ordinary course of business subsequent to the consummation of the
     Transactions, (iv) for such consents which, if not obtained or made, would
     not, individually or in the aggregate, have a material adverse effect upon
     the condition (financial or other), business or results of operations of
     the Partnership Entities taken as a whole, or (v) as disclosed in the
     Offering Memorandum.

          (aa) The execution, delivery and performance of the Conveyances
     relating to the transfer of property in the State of Texas has not violated
     and will not violate any statute of the State of Texas or any rule,
     regulation or, to the knowledge of such counsel, any order of any agency of
     the State of Texas having jurisdiction over any of the Sunoco Entities or
     any of their respective properties, except for any such violations which,
     individually or in the aggregate, would not have a material adverse effect
     on the unitholders or the operations conducted in the State of Texas by the
     Partnership Entities, taken as a whole.

          (bb) Each of the Conveyances is in a form legally sufficient as
     between the parties thereto to convey to the transferee thereunder all of
     the right, title and interest of the transferor stated therein in and to
     the properties located in the State of Texas, as described in the
     Conveyances, subject to the conditions, reservations and limitations
     contained in the Conveyances, except motor vehicles or other property
     requiring conveyance of certificated title as to which the Conveyances are
     legally sufficient to compel delivery of such certificated title.

                                       7



<PAGE>

          (cc) Each of the deeds and real property assignments (including,
     without limitation, the form of the exhibits and schedules thereto) is in a
     form legally sufficient for recordation in the appropriate public offices
     of the State of Texas, to the extent such recordation is required, and,
     upon proper recordation of any of such deeds and real property assignments
     in the State of Texas, will constitute notice to all third parties under
     the recordation statutes of the State of Texas concerning record title to
     the assets transferred thereby; recordation in the office of the County
     Clerk for each county in which the Partnership Entities own property is the
     appropriate public office in the State of Texas for the recordation of
     deeds and assignments of interests in real property located in such county.

          (dd) The statements in the Offering Memorandum under the captions
     "Management's Discussion and Analysis of Financial Condition and Results of
     Operations - Credit Facility," "Management's Discussion and Analysis of
     Financial Condition and Results of Operations - Senior Notes," "Business -
     Rate Regulation," "Business - Environmental Regulation," "Certain
     Relationships and Related Transactions," and "Our Partnership Agreement,"
     insofar as they constitute descriptions of the Operative Agreements or
     legal proceedings or refer to statements of law or legal conclusions, are
     accurate and complete in all material respects.

To the knowledge of such counsel, no stop order no stop order suspending the
qualification or exemption of the Initial Notes under any state securities or
Blue Sky law.

          (ee) The Offering Memorandum complies as to form in all material
     respects with the requirements of the Securities Act and the rules and
     regulations promulgated thereunder.

          (ff) To the knowledge of such counsel, (i) there are no legal or
     governmental proceedings pending or threatened to which any of the Sunoco
     Entities or to which any of the Sunoco Entities is a party or to which any
     of their respective properties is subject that are required to be disclosed
     in the Prospectus and are not so disclosed as required and (ii) there are
     no agreements, contracts, indentures, leases or other instruments that are
     required to be described in the Offering Memorandum.

          (gg) None of the Sunoco Entities is an "investment company" as such
     term is defined in the Investment Company Act of 1940, as amended, or a
     "public utility holding company" or "holding company" within the meaning of
     the Public Utility Holding Company Act of 1935, as amended.

         In addition, such counsel shall state that they have participated in
conferences with officers and other representatives of the Sunoco Parties and
the independent public accountants of the Operating Partnership and your
representatives, at which the contents of the Offering Memorandum and related
matters were discussed, and although such counsel has not independently
verified, is not passing on, and is not assuming any responsibility for the
accuracy, completeness or fairness of the statements contained in, the Offering
Memorandum (except to the extent specified in the foregoing opinion), based on
the foregoing, no facts have come to such counsel's attention that lead such
counsel to believe that the Offering Memorandum (other than

                                       8

<PAGE>

(i) the financial statements included therein, including the notes and schedules
thereto and the auditors' reports thereon and (ii) the other financial and
statistical data included therein, as to which such counsel need not comment),
as of its issue date and as of the Delivery Date, contained or contains an
untrue statement of a material fact or omitted or omits to state a material fact
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading.

                  In rendering such opinion, such counsel may (A) rely in
respect of matters of fact upon the representations of the Sunoco Parties set
forth in this Purchase Agreement and on certificates of officers and employees
of the Sunoco Entities and upon information obtained from public officials, (B)
assume that all documents submitted to them as originals are authentic, that all
copies submitted to them conform to the originals thereof, and that the
signatures on all documents examined by them are genuine, (C) state that their
opinion is limited to federal laws, the Delaware LP Act, the Delaware LLC Act,
the DGCL and the laws of the State of Texas, (D) with respect to the opinions
expressed in subparagraphs (A) through (D) above as to the due qualification or
registration as a foreign limited partnership, corporation or limited liability
company, as the case may be, of the Partnership, the Operating Partnership, Sun
Pipeline LP, RM In LP, the General Partner, GP LLC and OLP GP LLC state that
such opinions are based upon the opinions of local counsel provided pursuant to
the Agreement and upon certificates of foreign qualification or registration
provided by the Secretary of State of the states listed on Annex I (each of
which will be dated not more than fourteen days prior to the Delivery Date and
shall be provided to you), (E) state that they express no opinion with respect
to the title of any of the Sunoco Entities to any of their respective real or
personal property purported to be transferred by the Merger and Contribution
Agreements nor with respect to the accuracy or descriptions of real or personal
property and (F) state that they express no opinion with respect to state or
local taxes or tax statutes to which any of the limited partners of the
Partnership or any of the Sunoco Entities may be subject.

                                       9


<PAGE>

                                    EXHIBIT D

              FORM OF OPINION OF BLANK ROME COMISKY & MCCAULEY LLP

     (a)      Each of Sunoco, Sunoco R&M and Pipe Line is a corporation duly
          incorporated and validly existing in good standing under the laws of
          the Commonwealth of Pennsylvania with full corporate power and
          authority to own and lease its properties to be owned or leased at the
          Delivery Date, to assume the liabilities being assumed by it pursuant
          to the Merger and Contribution Agreements and to conduct its business
          to be conducted at the Delivery Date, in each case in all material
          respects.

     (b)      Sunoco owns, directly or indirectly, all of the issued and
          outstanding capital stock, member interests or partnership interests,
          as the case may be, of Sun Delaware, Sunoco R&M, Sun Atlantic R&M, Sun
          Atlantic BV, Atlantic Petroleum, Sunoco Texas, Atlantic Out LLC,
          Michigan In LLC, Mid-Con In LLC, Services LP, Atlantic In LP, Atlantic
          RM In LP, Atlantic Out LP and Atlantic Out LP free and clear of all
          liens, encumbrances, security interests, equities, charges or claims.

     (c)      Sun Delaware, Sunoco Texas, Sunoco R&M and Atlantic Petroleum are
          the only members of the General Partner with a 100% member interest in
          the General Partner; such member interest have been duly authorized
          and validly issued in accordance with the General Partner LLC
          Agreement and are fully paid (to the extent required under the General
          Partner LLC Agreement) and nonassessable; and each of Sun Delaware,
          Sunoco Texas, Sunoco R&M and Atlantic Petroleum owns their respective
          member interest free and clear of all liens, encumbrances, security
          interests, charges or claims (i) in respect of which a financing
          statement under the Uniform Commercial Code of the Commonwealth of
          Pennsylvania naming any of Sun Delaware, Sunoco Texas, Sunoco R&M or
          Atlantic Petroleum as a debtor is on file in the office of the [Name
          of Proper State Office] of the Commonwealth of Pennsylvania or (ii)
          otherwise known to such counsel, without independent investigation,
          other than those created by or arising under the Pennsylvania LLC Law.

     (d)      The Purchase Agreement has been duly authorized and validly
          executed and delivered by each of the General Partner, Sunoco and
          Sunoco R&M.

Each of the Operative Agreements to which any of the General Partner, Sunoco,
Sunoco R&M and Pipe Line (the "Sunoco Pennsylvania Entities") is a party has
been duly authorized and validly executed and delivered by the Sunoco
Pennsylvania Entities parties thereto. Each of the Operative Agreements (other
than any Operative Agreement governed by law other than Pennsylvania, New Jersey
or New York law, as to which such counsel need not express any opinion) to which
any of the Sunoco Entities is a party constitutes a valid and legally binding
obligation of the Sunoco Entities parties thereto, enforceable against each such
party in accordance with its

                                       1

<PAGE>

                  respective terms, subject to (i) applicable bankruptcy,
                  insolvency, fraudulent transfer, reorganization, moratorium
                  and similar laws relating to or affecting creditors' rights
                  generally and by general principles of equity (regardless of
                  whether such enforceability is considered in a proceeding at
                  law or in equity), and (ii) public policy, applicable law
                  relating to fiduciary duties and indemnification and an
                  implied covenant of good faith and fair dealing.

              (f) None of the offering, issuance and sale by the Operating
                  Partnership of the Initial Notes, the execution, delivery
                  and performance of the Purchase Agreement or the Operative
                  Agreements by the Sunoco Entities which are party thereto,
                  and the consummation of the transactions contemplated hereby
                  and thereby (including the Transactions), (i) constitutes or
                  will constitute a violation of the agreement of limited
                  partnership, limited liability company agreement,
                  certificate or articles of incorporation or bylaws or other
                  organizational documents of any of the Sunoco Pennsylvania
                  Entities, (ii) constitutes or will constitute a breach or
                  violation of, or a default (or an event which, with notice
                  or lapse of time or both, would constitute such a default)
                  under, any agreement, lease or other instrument known to
                  such counsel (excluding all Operative Agreements other than
                  the Credit Agreement and those governed by the law of the
                  Commonwealth of Pennsylvania or the States of New York and
                  New Jersey, as to which such counsel need not express any
                  opinion) to which any of the Sunoco Pennsylvania Entities or
                  any of their properties may be bound, (iii) violates or will
                  violate the laws of the Commonwealth of Pennsylvania, the
                  laws of the States of New Jersey or New York or federal law,
                  or (iv) violates or will violate any order, judgment, decree
                  or injunction known to such counsel of any court or
                  governmental agency or body directed to any of the Sunoco
                  Pennsylvania Entities or any of their properties in a
                  proceeding to which any of them or their property is
                  subject, which breach, violation or default, in the case of
                  clause (ii), (iii) or (iv), would, individually or in the
                  aggregate, reasonably be expected to have a material adverse
                  effect on the condition (financial or other), business or
                  results of operations of the Partnership Entities, taken as
                  a whole.

              (g) The Partnership, the Operating Partnership and each Operating
                  Subsidiary has all requisite limited partnership power and
                  authority under the laws of the Commonwealth of Pennsylvania
                  and under the laws of the States of New Jersey and New York
                  to own or lease its properties and to conduct its business
                  in the Commonwealth of Pennsylvania and the States of New
                  Jersey and New York, in each case in all material respects
                  as described or otherwise disclosed in the Offering
                  Memorandum; the General Partner, GP LLC and OLP GP LLC has
                  all requisite limited liability company power and authority
                  under the laws of the Commonwealth of Pennsylvania and under
                  the laws of the States of New Jersey and New York to own or
                  lease its properties and to conduct its business in the
                  Commonwealth of Pennsylvania and the States of New Jersey
                  and New York, in each case in all material respects as
                  described or otherwise disclosed in the Offering Memorandum;
                  and upon the consummation of the Transactions (assuming that
                  the Partnership will not be liable under the laws

                                       2

<PAGE>

                  of the State of Delaware for the liabilities of the
                  Operating Partnership or the Operating Subsidiaries and
                  assuming that unitholders will not be liable under the laws
                  of the State of Delaware for the liabilities of the
                  Partnership, the Operating Partnership or the Operating
                  Subsidiaries), the Partnership will not be liable under the
                  laws of the Commonwealth of Pennsylvania or under the laws
                  of the States of New Jersey and New York for the liabilities
                  of the Operating Partnership, and unitholders will not be
                  liable under the laws of the Commonwealth of Pennsylvania or
                  under the laws of the States of New Jersey and New York for
                  the liabilities of the Partnership or the Operating
                  Partnership except in each case to the same extent as under
                  the laws of the State of Delaware.

              (h) To the knowledge of such counsel, each of the Partnership
                  Entities has such permits, consents, licenses, franchises,
                  certificates and authorizations of governmental or
                  regulatory authorities ("permits") as are necessary to own
                  or lease its properties and to conduct its business in the
                  manner described in the Offering Memorandum, subject to such
                  qualifications as may be set forth in the Offering
                  Memorandum, and except for such permits which, if not
                  obtained, would not reasonably be expected to have,
                  individually or in the aggregate, a material adverse effect
                  upon the operations conducted by the Partnership Entities,
                  taken as a whole, and, to the knowledge of such counsel,
                  none of the Partnership Entities has received any notice of
                  proceedings relating to the revocation or modification of
                  any such permit which, individually or in the aggregate, if
                  the subject of an unfavorable decision, ruling or finding,
                  would reasonably be expected to have a material adverse
                  effect upon the Partnership Entities, taken as a whole.

              (i) To the knowledge of such counsel, none of the Sunoco
                  Pennsylvania Entities is (i) in violation of its certificate
                  or agreement of limited partnership, limited liability
                  company agreement, certificate or articles of incorporation
                  or bylaws or other organizational documents, (ii) in
                  violation of any law, statute, ordinance, administrative or
                  governmental rule or regulation applicable to it or of any
                  decree of any court or governmental agency or body having
                  jurisdiction over it or (iii) in breach, default (or an
                  event which, with notice or lapse of time or both, would
                  constitute such a default) or violation in the performance
                  of any obligation, agreement or condition contained in any
                  bond, debenture, note or any other evidence of indebtedness
                  or in any agreement, indenture, lease or other instrument to
                  which it is a party or by which it or any of its properties
                  may be bound, which breach, default or violation, in the
                  case of clause (ii) or (iii), would, if continued, have a
                  material adverse effect on the condition (financial or
                  other), business or results of operations of the Partnership
                  Entities, taken as a whole, or could materially impair the
                  ability of any of the Sunoco Pennsylvania Entities to
                  perform their obligations under the Underwriting Agreement
                  or the Operative Agreements.

              (j) Except as described in the Offering Memorandum, to the
                  knowledge of such counsel, there is no litigation, proceeding
                  or governmental investigation

                                       3

<PAGE>

                  pending or threatening against any of the Partnership
                  Entities or to which any of the Partnership Entities is a
                  party or to which any of their respective properties is
                  subject, which, if adversely determined to such Partnership
                  Entity, is reasonably likely to have a material adverse
                  effect on the condition (financial or otherwise), business
                  or results of operations of the Partnership Entities, taken
                  as a whole.

              (k) Assuming that the Mergers and the Conversions were legally
                  sufficient under applicable Delaware and Texas law to vest
                  in the Operating Partnership and the Operating Subsidiaries,
                  as applicable, the assets of the parties to the Mergers and
                  the Conversions, then the Mergers and the Conversions were
                  legally sufficient under the law of the Commonwealth of
                  Pennsylvania and under the law of the States of New Jersey
                  and New York to vest, directly or indirectly, in the
                  Operating Partnership and the Operating Subsidiaries, as
                  applicable, the assets of the parties to the Mergers and the
                  Conversion located in the Commonwealth of Pennsylvania or in
                  the States of New Jersey and New York.

              (l) No permit, consent, approval, authorization, order,
                  registration, filing or qualification ("consent") of or with
                  any court, governmental agency or body of the Commonwealth
                  of Pennsylvania or the States of New Jersey or New York
                  having jurisdiction over the Sunoco Entities or any of their
                  respective properties is required for the issuance and sale
                  of the Initial Notes by the Operating Partnership, or for
                  the conveyance of the properties located in the Commonwealth
                  of Pennsylvania or in the States of New Jersey and New York
                  purported to be conveyed to the Operating Partnership or the
                  Operating Subsidiaries, as applicable, pursuant to the
                  Conveyances, except (A) for such consents required under the
                  Securities Act, the Exchange Act and state securities or
                  "Blue Sky" laws, as to which such counsel need not express
                  any opinion, (B) for such consents which have been obtained
                  or made, (C) for such consents which (i) are of a routine or
                  administrative nature, (ii) are not customarily obtained or
                  made prior to the consummation of transactions such as those
                  contemplated by this Agreement and the Operative Agreements
                  and (iii) are expected in the reasonable judgment of the
                  General Partner to be obtained or made in the ordinary
                  course of business subsequent to the consummation of the
                  Transactions, (D) for such consents which, if not obtained
                  or made, would not, individually or in the aggregate, have a
                  material adverse effect upon the operations conducted or to
                  be conducted as described in the Offering Memorandum in the
                  Commonwealth of Pennsylvania and in the States of New Jersey
                  and New York by the Partnership Entities or (E) as disclosed
                  in the Offering Memorandum.

              (m) The execution, delivery and performance of the Conveyances
                  relating to the transfer of property in the Commonwealth of
                  Pennsylvania and in the States of New Jersey and New York
                  has not violated and will not violate any statute of the
                  Commonwealth of Pennsylvania or the States of New Jersey and
                  New York or any rule, regulation or, to the knowledge of
                  such counsel, any

                                       4

<PAGE>

                  order of any agency of the Commonwealth of Pennsylvania or
                  of the States of New Jersey and New York having jurisdiction
                  over any of the Sunoco Entities or any of their respective
                  properties, except for any such violations which,
                  individually or in the aggregate, would not have a material
                  adverse effect on the unitholders or the operations
                  conducted in the Commonwealth of Pennsylvania or in the
                  State of States of New Jersey and New York by the
                  Partnership Entities, taken as a whole.

              (n) Each of the Conveyances is in a form legally sufficient as
                  between the parties thereto to convey to the transferee
                  thereunder all of the right, title and interest of the
                  transferor stated therein in and to the properties located
                  in the Commonwealth of Pennsylvania and in the States of New
                  Jersey and New York as described in the Conveyances, subject
                  to the conditions, reservations and limitations contained in
                  the Conveyances, except motor vehicles or other property
                  requiring conveyance of certificated title as to which the
                  Conveyances are legally sufficient to compel delivery of
                  such certificated title.

              (o) Each of the deeds and real property assignments (including,
                  without limitation, the form of the exhibits and schedules
                  thereto) is in a form legally sufficient for recordation in
                  the appropriate public offices of the Commonwealth of
                  Pennsylvania and of the States of New Jersey and New York to
                  the extent such recordation is required, and, upon proper
                  recordation of any of such deeds and real property
                  assignments in the Commonwealth of Pennsylvania and in the
                  States of New Jersey and New York will constitute notice to
                  all third parties under the recordation statutes of the
                  Commonwealth of Pennsylvania and of the States of New Jersey
                  and New York concerning record title to the assets
                  transferred thereby; recordation in the office of the County
                  Clerk for each county in which the Partnership Entities own
                  property is the appropriate public office in the
                  Commonwealth of Pennsylvania and in the States of New Jersey
                  and New York for the recordation of deeds and assignments of
                  interests in real property located in such county.

              In rendering such opinion, such counsel may (A) rely in respect of
matters of fact upon the representations of the Sunoco Parties set forth in this
Agreement and in certificates of officers and employees of the Sunoco Entities
and upon information obtained from public officials, (B) assume that all
documents submitted to such counsel as originals are authentic, that all copies
submitted to such counsel conform to the originals thereof, and that the
signatures on all documents examined by her are genuine, (C) state that such
opinions are limited to federal laws, the laws of the Commonwealth of
Pennsylvania and the laws of the States of New Jersey and New York (D) state
that she expresses no opinion with respect to the title of any of the Sunoco
Entities to the real or personal property purported to be transferred by the
Merger and Contribution Agreements nor with respect to the accuracy or
descriptions of real or personal property, and (E) state that she expresses no
opinion with respect to state or local taxes or tax statutes to which any of the
limited partners of the Partnership or any of the Sunoco Entities may be
subject.

                                       5


<PAGE>

                                    EXHIBIT E

                      FORM OF OPINION OF MICHAEL KURITZKES


                                       1


<PAGE>

                                    EXHIBIT F

                         FORM OF LOCAL COUNSEL OPINIONS

Michigan, Ohio and Oklahoma:

              Each of Kerr, Russell and Weber, PLC, with respect to the State of
Michigan, Thompson Hine LLP, with respect to the State of Ohio, and Hall,
Estill, Hardwick, Gable, Golden & Nelson, a Professional Corporation, with
respect to the State of Oklahoma, shall have furnished to you their written
opinion, dated the Delivery Date, in form and substance satisfactory to you, to
the effect that:

                (a) The Partnership, the Operating Partnership and LP Operating
                    Subsidiary has been duly qualified or registered as a
                    foreign limited partnership for the transaction of business
                    under the laws of the applicable jurisdiction set forth on
                    Annex I.

                (b) Each of the General Partner, GP LLC, OLP GP LLC and LLC
                    Operating Subsidiary has been duly qualified or registered
                    as a foreign limited liability company for the transaction
                    of business under the laws of the applicable jurisdiction
                    set forth on Annex I.

                (c) Michigan is a corporation duly incorporated and validly
                    existing in good standing under the laws of the State of
                    Michigan with full corporate power and authority to own and
                    lease its properties to be owned or leased at the Delivery
                    Date, to assume the liabilities being assumed by it pursuant
                    to the Merger and Contribution Agreements and to conduct its
                    business to be conducted at the Delivery Date, in each case
                    in all material respects as described in the Offering
                    Memorandum. [Michigan only]

                (d) Mid-Con is a corporation duly incorporated and validly
                    existing in good standing under the laws of the State of
                    Oklahoma with full corporate power and authority to own and
                    lease its properties to be owned or leased at the Delivery
                    Date, to assume the liabilities being assumed by it pursuant
                    to the Merger and Contribution Agreements and to conduct its
                    business to be conducted at the Delivery Date, in each case
                    in all material respects as described in the Offering
                    Memorandum. [Oklahoma only]

              (b)   Each of the Operative Agreements to which Michigan is a
party has been duly authorized and validly executed and delivered by Michigan.
Each of the Operative Agreements (other than any Operative Agreement governed by
law other than Michigan law, as to which such counsel need not express any
opinion) to which Michigan is a party constitutes a valid and legally binding
obligation of Michigan, enforceable against such party in accordance with its
respective terms, subject to (i) applicable bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws relating to or affecting
creditors' rights generally and by general principles of equity (regardless of
whether such enforceability is considered in a

                                       1

<PAGE>

proceeding at law or in equity), and (ii) public policy, applicable law relating
to fiduciary duties and indemnification and an implied covenant of good faith
and fair dealing. [Michigan only]

              (d)   Each of the Operative Agreements to which Mid-Con is a party
has been duly authorized and validly executed and delivered by Mid-Con. Each of
the Operative Agreements (other than any Operative Agreement governed by law
other than Oklahoma law, as to which such counsel need not express any opinion)
to which Mid-Con is a party constitutes a valid and legally binding obligation
of Mid-Con, enforceable against such party in accordance with its respective
terms, subject to (i) applicable bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws relating to or affecting creditors'
rights generally and by general principles of equity (regardless of whether such
enforceability is considered in a proceeding at law or in equity), and (ii)
public policy, applicable law relating to fiduciary duties and indemnification
and an implied covenant of good faith and fair dealing. [Oklahoma only]

                (e) The Partnership, the Operating Partnership and each LP
                    Operating Subsidiary has all requisite limited partnership
                    power and authority under the laws of the State of [insert
                    applicable state] to own or lease its properties and to
                    conduct its business in the State of [insert applicable
                    state], in each case in all material respects as described
                    or otherwise disclosed in the Offering Memorandum; the
                    General Partner, GP LLC, OLP GP LLC and each LLC Operating
                    Subsidiary has all requisite limited liability company power
                    and authority under the laws of the State of [insert
                    applicable state] to own or lease its properties and to
                    conduct its business in the State of [insert applicable
                    state], in each case in all material respects as described
                    or otherwise disclosed in the Offering Memorandum; and upon
                    the consummation of the Transactions (assuming that the
                    Partnership will not be liable under the laws of the State
                    of Delaware for the liabilities of the Operating Partnership
                    or the Operating Subsidiaries and assuming that unitholders
                    will not be liable under the laws of the State of Delaware
                    for the liabilities of the Partnership, the Operating
                    Partnership or the Operating Subsidiaries), the Partnership
                    will not be liable under the laws of the State of [insert
                    applicable state] for the liabilities of the Operating
                    Partnership, and unitholders will not be liable under the
                    laws of the State of [insert applicable state] for the
                    liabilities of the Partnership or the Operating Partnership
                    except in each case to the same extent as under the laws of
                    the State of Delaware.

                (f) Assuming that the Mergers and the Conversions were legally
                    sufficient under applicable Delaware and Texas law to vest
                    in the Operating Partnership and the Operating Subsidiaries,
                    as applicable, the assets of the parties to the Mergers and
                    the Conversion, then the Mergers and the Conversion were
                    legally sufficient under the law of the State of [insert
                    applicable state] to vest, directly or indirectly, in the
                    Operating Partnership and the Operating Subsidiaries, as
                    applicable, the assets of the parties to the Merger and the
                    Conversions located in the State of [insert applicable
                    state].

                                        2


<PAGE>

               (g)  No permit, consent, approval, authorization, order,
                    registration, filing or qualification ("consent") of or with
                    any court, governmental agency or body of the State of
                    [insert applicable state] having jurisdiction over the
                    Sunoco Entities or any of their respective properties is
                    required for the issuance and sale of the Initial Notes by
                    the Operating Partnership, or for the conveyance of the
                    properties located in the State of [insert applicable state]
                    purported to be conveyed to the Operating Partnership or the
                    Operating Subsidiaries, as applicable, pursuant to the
                    Conveyances, except (A) for such consents required under the
                    Securities Act, the Exchange Act and state securities or
                    "Blue Sky" laws, as to which such counsel need not express
                    any opinion, (B) for such consents which have been obtained
                    or made, (C) for such consents which (i) are of a routine or
                    administrative nature, (ii) are not customarily obtained or
                    made prior to the consummation of transactions such as those
                    contemplated by this Agreement and the Operative Agreements
                    and (iii) are expected in the reasonable judgment of the
                    General Partner to be obtained or made in the ordinary
                    course of business subsequent to the consummation of the
                    Transactions, (D) for such consents which, if not obtained
                    or made, would not, individually or in the aggregate, have a
                    material adverse effect upon the operations conducted or to
                    be conducted as described in the Offering Memorandum in the
                    State of [insert applicable state] by the Partnership
                    Entities or (E) as disclosed in the Offering Memorandum.

               (h)  The execution, delivery and performance of the Conveyances
                    relating to the transfer of property in the State of [insert
                    applicable state] has not violated and will not violate any
                    statute of the State of [insert applicable state] or any
                    rule, regulation or, to the knowledge of such counsel, any
                    order of any agency of the State of [insert applicable
                    state] having jurisdiction over any of the Sunoco Entities
                    or any of their respective properties, except for any such
                    violations which, individually or in the aggregate, would
                    not have a material adverse effect on the unitholders or the
                    operations conducted in the State of [insert applicable
                    state] by the Partnership Entities, taken as a whole.

               (i)  Each of the Conveyances is in a form legally sufficient as
                    between the parties thereto to convey to the transferee
                    thereunder all of the right, title and interest of the
                    transferor stated therein in and to the properties located
                    in the State of [insert applicable state], as described in
                    the Conveyances, subject to the conditions, reservations and
                    limitations contained in the Conveyances, except motor
                    vehicles or other property requiring conveyance of
                    certificated title as to which the Conveyances are legally
                    sufficient to compel delivery of such certificated title.

               (j)  Each of the deeds and real property assignments (including,
                    without limitation, the form of the exhibits and schedules
                    thereto) is in a form legally sufficient for recordation in
                    the appropriate public offices of the State of [insert
                    applicable state], to the extent such recordation is
                    required,

                                       3

<PAGE>

                    and, upon proper recordation of any of such deeds and real
                    property assignments in the State of [insert applicable
                    state], will constitute notice to all third parties under
                    the recordation statutes of the State of [insert applicable
                    state] concerning record title to the assets transferred
                    thereby; recordation in the office of the County Clerk for
                    each county in which the Partnership Entities own property
                    is the appropriate public office in the State of [insert
                    applicable state] for the recordation of deeds and
                    assignments of interests in real property located in such
                    county.

              (k)   In rendering such opinion, such counsel may (A) rely in
                    respect of matters of fact upon certificates of officers and
                    employees of the Partnership Entities and upon information
                    obtained from public officials, (B) assume that all
                    documents submitted to them as originals are authentic, and
                    all copies submitted to them conform to the originals
                    thereof, and that the signatures on all documents examined
                    by them are genuine, (C) state that such opinions are
                    limited to the laws of the State of [insert applicable
                    state], excepting therefrom municipal and local ordinances
                    and regulations, (D) state that they express no opinion with
                    respect to state or local taxes or tax statutes to which any
                    of the limited partners of the Partnership or any of the
                    Partnership Entities may be subject, and (E) with respect to
                    the opinion in paragraph (i) rely upon certificates of
                    foreign qualification provided by the Secretary of State of
                    [insert applicable state] (each of which shall be dated as
                    of the date not more than fourteen days prior to the
                    Delivery Date and provided to you.)

         In rendering such opinion, such counsel shall state that (A) Vinson &
Elkins L.L.P. and Blank Rome Comisky & McCauley LLP are hereby authorized to
rely upon such opinion letter in connection with the Transactions as if such
opinion letter were addressed and delivered to them on the date hereof and (B)
subject to the foregoing, such opinion letter may be relied upon only by the
Underwriters and its counsel in connection with the Transactions and no other
use or distribution of this opinion letter may be made without such counsel's
prior written consent.

                                       4

<PAGE>

                                     ANNEX I

                             FOREIGN QUALIFICATIONS

General Partner
---------------
Canada
Indiana
Louisiana
Michigan
New Jersey
New York
New Mexico
Ohio
Oklahoma
Pennsylvania
Texas

Partnership
-----------
Canada
Indiana
Louisiana
Michigan
New Jersey
New York
New Mexico
Ohio
Oklahoma
Pennsylvania
Texas

Operating Partnership
---------------------
Canada
Indiana
Louisiana
Michigan
New Jersey
New York
New Mexico
Ohio
Oklahoma
Pennsylvania
Texas

Sun Pipeline LP
---------------
Canada

                                       1


<PAGE>


Indiana
Louisiana
Michigan
New Jersey
New York
New Mexico
Ohio
Oklahoma
Pennsylvania
Texas

RM In LP
--------
Canada
Indiana
Louisiana
Michigan
New Jersey
New York
New Mexico
Ohio
Oklahoma
Pennsylvania
Texas

                                       2