exv5w1

Exhibit 5.1

Fulbright & Jaworski l.l.p.
A Registered Limited Liability Partnership
Fulbright Tower
1301 McKinney, Suite 5100
Houston, Texas 77010-3095
www.fulbright.com


telephone: (713) 651-5151		facsimile: (713) 651-5246

June 16, 2006

Tesoro Corporation
300 Concord Plaza Drive
San Antonio, Texas 78216-6999

Ladies and Gentlemen:

We have acted as counsel to Tesoro Corporation, a Delaware corporation (the “Company”), and the subsidiaries listed on Schedule I hereto (collectively, the “Guarantors”) in connection with the preparation and filing of the Registration Statement on Form S-4 to be filed with the Securities and Exchange Commission on the date hereof (the “Registration Statement”) relating to the proposed exchange offers by the Company to (1) issue up to $450,000,000 aggregate principal amount of 6¼% Senior Notes due 2012, Series B (the “2012 Exchange Notes”), and related guarantees in exchange for an equivalent principal amount of outstanding 6¼% Senior Notes due 2012 (the “Existing 2012 Notes”) and related guarantees that are validly tendered and not validly withdrawn prior to the consummation of the exchange offers and (2) issue up to $450,000,000 aggregate principal amount of 6⅝% Senior Notes due 2015, Series B (the “2015 Exchange Notes” and, together with the 2012 Exchange Notes, the “Exchange Notes”), and related guarantees in exchange for an equivalent principal amount of outstanding 6⅝% Senior Notes due 2015 (the “Existing 2015 Notes” and, together with the Existing 2012 Notes, the “Existing Notes”) and related guarantees that are validly tendered and not validly withdrawn prior to the consummation of the exchange offers. The offer to exchange the 2012 Exchange Notes and related guarantees for the Existing 2012 Notes and related guarantees is referred to herein as the “2012 Notes Exchange Offer”; the offer to exchange the 2015 Exchange Notes and related guarantees for the Existing 2015 Notes is referred to herein as the “2015 Notes Exchange Offer”; and the 2012 Notes Exchange Offer and the 2015 Notes Exchange Offer are collectively referred to herein as the “Exchange Offers”.

The 2012 Exchange Notes will be issued pursuant to an Indenture, dated as of November 16, 2005, among the Company, the Guarantors and U.S. Bank National Association relating to the Existing 2012 Notes (the “2012 Indenture”) and the 2015 Exchange Notes will be issued pursuant to an Indenture, dated as of November 16, 2005, among the Company, the Guarantors and U.S. Bank National Association relating to the Existing 2015 Notes (the “2015 Indenture” and, together with the 2012 Indenture, the “Indentures”). Each of the Guarantors will issue a guarantee with respect to the 2012 Exchange Notes (the “2012 Guarantees”) and a guarantee with respect to the 2015 Exchange Notes (the “2015 Guarantees” and, together with the 2012 Guarantees, the “Guarantees”).

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Tesoro Corporation
June 16, 2006
Page 2

In connection with the foregoing, we have examined originals or copies of such corporate records, as applicable, of the Company and the Guarantors, certificates and other communications of public officials, certificates of officers of the Company and the Guarantors and such other documents as we have deemed necessary for the purpose of rendering the opinions expressed herein. As to questions of fact material to those opinions, we have, to the extent we deemed appropriate, relied on certificates of officers of the Company and the Guarantors and on certificates and other communications of public officials. We have assumed the genuineness of all signatures on, and the authenticity of, all documents submitted to us as originals, the conformity to authentic original documents of all documents submitted to us as copies, the due authorization (other than the authorization of the Exchange Notes and the Guarantees), execution and delivery by the parties thereto of all documents examined by us, and the legal capacity of each individual who signed any of those documents.

Based upon the foregoing, and having due regard for such legal considerations as we deem relevant, we are of the opinion that:

(i) The Exchange Notes and the Guarantees have been duly authorized;

(ii) When (a) the Registration Statement has been declared effective under the Securities Act of 1933, as amended, and (b) the 2012 Exchange Notes have been duly executed and authenticated in accordance with the terms of the 2012 Indenture and have been issued and delivered upon consummation of the 2012 Notes Exchange Offer against receipt of the Existing 2012 Notes in accordance with the terms of the 2012 Notes Exchange Offer, the 2012 Exchange Notes will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms;

(iii) When (a) the Registration Statement has been declared effective under the Securities Act of 1933, as amended, and (b) the 2015 Exchange Notes have been duly executed and authenticated in accordance with the terms of the 2015 Indenture and have been issued and delivered upon consummation of the 2015 Notes Exchange Offer against receipt of the Existing 2015 Notes in accordance with the terms of the 2015 Notes Exchange Offer, the 2015 Exchange Notes will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms; and

(iv) When (a) the Registration Statement has been declared effective under the Securities Act of 1933, as amended, and (b) Exchange Notes have been duly executed and authenticated in accordance with the terms of the Indentures and have been issued and delivered upon consummation of the Exchange Offers, the Guarantees will constitute valid and binding obligations of each of the Guarantors, enforceable against each of the Guarantors in accordance with their terms.

Tesoro Corporation
June 16, 2006
Page 3

The opinions expressed herein are limited exclusively to the federal laws of the United States of America, the laws of the State of New York and the General Corporation Law and the Limited Liability Company Act of the State of Delaware and reported judicial interpretations of such laws, and, except as set forth in the succeeding sentence, we are expressing no opinion as to the effect of the laws of any other jurisdiction. With regard to Guarantors that are incorporated under the laws of Hawaii or Alaska, we have relied on the opinions of Rush Moore LLP and Groh Eggers, LLC, attached hereto as Exhibits A and B, respectively, as to the matters set forth in such opinions.

The enforceability of the Exchange Notes and the Guarantees may be limited or affected by (a) bankruptcy, insolvency, reorganization, moratorium, liquidation, rearrangement, probate, conservatorship, fraudulent transfer, fraudulent conveyance and other similar laws (including court decisions) now or hereafter in effect and affecting the rights and remedies of creditors generally or providing for the relief of debtors, (b) the refusal of a particular court to grant (i) equitable remedies, including, without limiting the generality of the foregoing, specific performance and injunctive relief, or (ii) a particular remedy sought under such documents as opposed to another remedy provided for therein or another remedy available at law or in equity, (c) general principles of equity (regardless of whether such remedies are sought in a proceeding in equity or at law) and (d) judicial discretion. We express no opinion as to the legality, validity, enforceability or binding effect of provisions relating to indemnities and rights of contribution to the extent prohibited by public policy or which might require indemnification for losses or expenses caused by negligence, gross negligence, willful misconduct, fraud or illegality of an indemnified party.

This opinion is given as of the date hereof, and we assume no obligation to update or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in laws that may hereafter occur.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the caption “Legal Matters” in the prospectus included as part of the Registration Statement.

Very truly yours,

/s/ FULBRIGHT & JAWORSKI L.L.P.

Fulbright & Jaworski L.L.P.

Tesoro Corporation
June 16, 2006
Page 4

SCHEDULE I

Digicomp, Inc., a Delaware corporation
Gold Star Maritime Company, a Delaware corporation
Kenai Pipe Line Company, a Delaware corporation
Smiley’s Super Service, Inc., a Hawaii corporation
Tesoro Alaska Company, a Delaware corporation
Tesoro Alaska Pipeline Company, a Delaware corporation
Tesoro Aviation Company, a Delaware corporation
Tesoro Environmental Resources Company, a Delaware corporation
Tesoro Far East Maritime Company, a Delaware corporation
Tesoro Financial Services Holding Company, a Delaware corporation
Tesoro Hawaii Corporation, a Hawaii corporation
Tesoro High Plains Pipeline Company, a Delaware corporation
Tesoro Maritime Company, a Delaware corporation
Tesoro Northstore Company, an Alaska corporation
Tesoro Petroleum Companies, Inc., a Delaware corporation
Tesoro Refining and Marketing Company, a Delaware corporation
Tesoro Wasatch, LLC, a Delaware limited liability company
Tesoro Trading Company, a Delaware corporation
Victory Finance Company, a Delaware corporation

Exhibit A

June 16, 2006

Tesoro Corporation
300 Concord Plaza Drive
San Antonio, Texas 78216-6999

Ladies and Gentlemen:

We have acted as special Hawaii counsel for Smiley’s Super Service, Inc., a Hawaii corporation (“Smiley’s”), and Tesoro Hawaii Corporation, a Hawaii corporation (together with Smiley’s, the “Hawaii Guarantors”), in connection with the preparation and filing by Tesoro Corporation, a Delaware corporation (“Tesoro”), and certain subsidiary guarantors of Tesoro, including each of the Hawaii Guarantors, of the Registration Statement on Form S-4 to be filed with the Securities and Exchange Commission on the date hereof (the “Registration Statement”) relating to the proposed exchange offers by Tesoro to (1) issue up to $450,000,000 aggregate principal amount of 6¹/4% Senior Notes due 2012, Series B (the “2012 Exchange Notes”), and related guarantees in exchange for an equivalent principal amount of outstanding 6¹/4% Senior Notes due 2012 (the “Existing 2012 Notes”) and related guarantees that are validly tendered and not validly withdrawn prior to the consummation of the exchange offers, and (2) issue up to $450,000,000 aggregate principal amount of 6⁵/8% Senior Notes due 2015, Series B (the “2015 Exchange Notes” and, together with the 2012 Exchange Notes, the “Exchange Notes”), and related guarantees in exchange for an equivalent principal amount of outstanding 6⁵/8% Senior Notes due 2015 (the “Existing 2015 Notes” and, together with the Existing 2012 Notes, the “Existing Notes”) and related guarantees that are validly tendered and not validly withdrawn prior to the consummation of the exchange offers. The offer to exchange the 2012 Exchange Notes and related guarantees for the Existing 2012 Notes and related guarantees is referred to herein as the “2012 Notes Exchange Offer”; the offer to exchange the 2015 Exchange Notes and related guarantees for the Existing 2015 Notes and related guarantees is referred to herein as the “2015 Notes Exchange Offer”; and the 2012 Notes Exchange Offer and the 2015 Notes Exchange Offer are collectively referred to herein as the “Exchange Offers”.

The 2012 Exchange Notes will be issued pursuant to an Indenture, dated as of November 16, 2005, among Tesoro, certain subsidiary guarantors of Tesoro, including each of the Hawaii Guarantors (collectively, the “Guarantors”), and U.S. Bank National Association (the “Trustee”) relating to the Existing 2012 Notes (the “2012 Indenture”) and the 2015 Exchange Notes will be issued pursuant to an Indenture, dated as of November 16, 2005, among Tesoro, the Guarantors and the Trustee relating to the Existing 2015 Notes (the “2015 Indenture” and, together with the 2012 Indenture, the “Indentures”). Each of the Hawaii Guarantors will issue a guarantee with respect to the 2012 Exchange Notes (the “2012 Guarantees”) and a guarantee with respect to the 2015 Exchange Notes (the “2015 Guarantees” and, together with the 2012 Guarantees, the “Guarantees”).

Tesoro Corporation
June 16, 1006
Page 2

In connection with the foregoing, we have examined originals or copies of such corporate records, as applicable, of the Hawaii Guarantors, certificates and other communications of public officials, certificates of officers of the Hawaii Guarantors and such other documents as we have deemed necessary for the purpose of rendering the opinions expressed herein. As to questions of fact material to those opinions, we have, to the extent we deemed appropriate, relied on certificates of officers of the Hawaii Guarantors and on certificates and other communications of public officials. We have assumed the genuineness of all signatures on, and the authenticity of, all documents submitted to us as originals, the conformity to authentic original documents of all documents submitted to us as copies, the due authorization (other than the authorization of the Indentures and the Guarantees by each of the Hawaii Guarantors), execution and delivery by the parties thereto of all documents examined by us, and the legal capacity of each individual who signed any of those documents.

Where we render an opinion “to the best of our knowledge”, it is based solely upon the actual knowledge of the attorneys who have been directly involved in representing the Hawaii Guarantors, and that in the course of our representation of the Hawaii Guarantors that no facts have come to our attention that would give us actual knowledge or actual notice that the opinion is not accurate.

Based upon the foregoing, and having due regard for such legal considerations as we deem relevant, we are of the opinion that:

(i) Smiley’s has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Hawaii;

(ii) Tesoro Hawaii Corporation has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Hawaii;

(iii) each of the Indentures and the Guarantees have been duly authorized by each of the Hawaii Guarantors;

(iv) each of the Hawaii Guarantors has full corporate power and authority to enter into each of the Indentures and the Guarantees;

(v) each of the Indentures has been duly executed and delivered by each of the Hawaii Guarantors;

(vi) each of the Guarantees will be (A) duly executed by each of the Hawaii Guarantors when signed by an officer of such Hawaii Guarantor designated in the resolutions of the Board of Directors of such Hawaii Guarantor relating thereto, and (B) duly delivered by each

Tesoro Corporation
June 16,1006
Page 3

of the Hawaii Guarantors when duly executed by such Hawaii Guarantor and delivered to the Trustee;

(vii) no consent, approval, authorization or order of any governmental agency or body of the State of Hawaii generally applicable to entities such as the Hawaii Guarantors is required of either Hawaii Guarantor for the consummation of the transactions contemplated by the Indentures or the Guarantees; and

(viii) to the best of our knowledge, no consent, approval, authorization or order of any court of the State of Hawaii is required of either Hawaii Guarantor for the consummation of the transactions contemplated by the Indentures or the Guarantees.

The opinions expressed herein are limited exclusively to the laws of the State of Hawaii and reported judicial interpretations of such laws, and we are expressing no opinion as to the effect of the laws of any other jurisdiction.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Fulbright & Jaworski L.L.P. may rely upon this opinion in connection with the Registration Statement and related transactions.

Very truly yours,

/s/ Rush Moore LLP

RUSH MOORE LLP
A Limited Liability Law Partnership

Exhibit B


KENNETH P. EGGERS, P.C. SALLY J. KUCKO DENNIS G. FENERTY DAVID A. DEVINE, P.C. ROBERT H. SCHMIDT JILL E. JENSEN	LAW OFFICES OF GROH EGGERS, LLC 3201 C STREET, SUITE 400 ANCHORAGE, ALASKA 99503-3967	Telephone (907) 562-6474 Facsimile (907) 562-6044 www.groheggers.com

CLIFFORD J. GROH, SR. 1926-1998

June 16, 2006

Tesoro Corporation
300 Concord Plaza Drive
San Antonio, Texas 78216-6999

Ladies and Gentlemen:

We have acted as special Alaska counsel for Tesoro Northstore Company, an Alaska corporation (the “Alaska Guarantor”) in connection with the preparation and filing by Tesoro Corporation, a Delaware corporation (“Tesoro”), and certain subsidiary guarantors of Tesoro, including the Alaska Guarantor, of the Registration Statement on Form S-4 to be filed with the Securities and Exchange Commission on the date hereof (the “Registration Statement”) relating to the proposed exchange offers by Tesoro to (1) issue up to $450,000,000 aggregate principal amount of 6¼% Senior Notes due 2012, Series B (the “2012 Exchange Notes”), and related guarantees in exchange for an equivalent principal amount of outstanding 6¼% Senior Notes due 2012 (the “Existing 2012 Notes”) and related guarantees that are validly tendered and not validly withdrawn prior to the consummation of the exchange offers and (2) issue up to $450,000,000 aggregate principal amount of 6⅝% Senior Notes due 2015, Series B (the “2015 Exchange Notes” and, together with the 2012 Exchange Notes, the “Exchange Notes”), and related guarantees in exchange for an equivalent principal amount of outstanding 6⅝% Senior Notes due 2015 (the “Existing 2015 Notes” and, together with the Existing 2012 Notes, the “Existing Notes”) and related guarantees that are validly tendered and not validly withdrawn prior to the consummation of the exchange offers. The offer to exchange the 2012 Exchange Notes and related guarantees for the Existing 2012 Notes and related guarantees is referred to herein as the “2012 Notes Exchange Offer”; the offer to exchange the 2015 Exchange Notes and related guarantees for the Existing 2015 Notes is referred to herein as the “2015 Notes Exchange Offer”; and the 2012 Notes Exchange Offer and the 2015 Notes Exchange Offer are collectively referred to herein as the “Exchange Offers”.

The 2012 Exchange Notes will be issued pursuant to an Indenture, dated as of November 16, 2005, among Tesoro, certain subsidiary guarantors of Tesoro, including the Alaska Guarantor (collectively, the “Guarantors”), and U.S. Bank National Association (the “Trustee”) relating to the Existing 2012 Notes (the “2012 Indenture”) and the 2015 Exchange Notes will be issued pursuant to an Indenture, dated as of November 16, 2005, among Tesoro, the Guarantors and the Trustee relating to the Existing 2015 Notes (the “2015 Indenture” and, together with the 2012 Indenture, the “Indentures”). The Alaska Guarantor will issue a guarantee with respect to the

Tesoro Corporation
June 16, 2006
Page 2

2012 Exchange Notes (the “2012 Guarantees”) and a guarantee with respect to the 2015 Exchange Notes (together with the 2012 Guarantees, the “Guarantees”).

In connection with the foregoing, we have examined originals or copies of such corporate records, as applicable, of the Alaska Guarantor, certificates and other communications of public officials, certificates of officers of the Alaska Guarantor and such other documents as we have deemed necessary for the purpose of rendering the opinions expressed herein. As to questions of fact material to those opinions, we have, with your permission and to the extent we deemed appropriate, relied on certificates of officers of the Alaska Guarantor and on certificates and other communications of public officials. We have assumed the genuineness of all signatures on, and the authenticity of, all documents submitted to us as originals, the conformity to authentic original documents of all documents submitted to us as copies, the due authorization (other than the authorization of the Indentures and the Guarantees by the Alaska Guarantor), execution and delivery by the parties thereto of all documents examined by us, and the legal capacity of each individual who signed any of those documents.

Based upon the foregoing, and having due regard for such legal considerations as we deem relevant, we are of the opinion that:

(i) the Alaska Guarantor has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Alaska;

(ii) each of the Indentures and the Guarantees have been duly authorized by the Alaska Guarantor;

(iii) the Alaska Guarantor has full corporate power and authority to enter into each of the Indentures and the Guarantees;

(iv) each of the Indentures has been duly executed and delivered by the Alaska Guarantor;

(v) each of the Guarantees will be (A) duly executed by the Alaska Guarantor when signed by an Authorized Officer of the Alaska Guarantor designated in the resolutions of the Board of Directors of the Alaska Guarantor relating thereto and (B) duly delivered by the Alaska Guarantor when duly executed by the Alaska Guarantor and delivered to the Trustee;

(vi) no consent, approval, authorization or order of any court or governmental agency or body of the State of Alaska that is generally applicable to entities such as the Alaska Guarantor is required of the Alaska Guarantor for the consummation of the transactions contemplated by the Indentures or the Guarantees.

The opinions expressed herein are limited exclusively to the laws of the State of Alaska and reported judicial interpretations of such laws, and we are expressing no opinion as to the effect of the laws of any other jurisdiction.

Tesoro Corporation
June 16, 2006
Page 3

Very truly yours,

GROH EGGERS, LLC

/s/ Dennis G. Fenerty

Dennis G. Fenerty