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                                  July 8, 2005



Genesis Energy, L.P.
500 Dallas, Suite 2500
Houston, Texas 77002

         Re:      Genesis Energy, L.P.
                  Registration Statement Form S-3


Ladies and Gentlemen:

         We have acted as counsel to Genesis Energy, L.P., a Delaware limited
partnership (the "PARTNERSHIP"), in connection with the registration, pursuant
to a registration statement on Form S-3, as amended (the "REGISTRATION
STATEMENT"), filed with the Securities and Exchange Commission (the
"COMMISSION") under the Securities Act of 1933, as amended (the "ACT"),
relating to the offering and sale from time to time, as set forth in the
Registration Statement, the form of prospectus contained therein (the
"PROSPECTUS"), and one or more supplements to the Prospectus (each, a
"PROSPECTUS SUPPLEMENT"), of one or more classes or series of equity securities
of the Partnership having an aggregate offering price not to exceed U.S.
$250,000,000 (the "EQUITY SECURITIES"), on terms to be determined at the time
of each offering. We have examined originals or certified copies of such
corporate records of the Partnership and other certificates and documents of
officials of the Partnership, public officials and others as we have deemed
appropriate for purposes of this letter. We have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, and
the conformity to authentic original documents of all copies submitted to us as
conformed and certified or reproduced copies.

         Based upon the foregoing and subject to the assumptions, exceptions,
qualifications and limitations set forth hereinafter, we are of the opinion
that:

         1. With respect to the Equity Securities, when (i) the Partnership has
taken all necessary action to approve the issuance of Equity Securities, the
terms of the offering thereof and related matters, and (ii) Equity Securities
have been issued and delivered in accordance with the terms of any applicable
definitive purchase, underwriting or similar agreement approved by the
Partnership upon payment (or delivery) of the consideration therefor provided
for therein, such Equity Securities will have been duly authorized and validly
issued and will be fully paid and nonassessable.

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Genesis Energy, L.P.
July 8, 2005
Page 2


         2. We have participated in the discussion set forth under the caption
"Material Tax Consequences" (the "DISCUSSION") in the Registration Statement
with respect to the Equity Securities. The Discussion, subject to the
qualifications stated therein, constitutes our opinion as to the material
United States federal income tax consequences for purchasers of the Equity
Securities.

         The opinions and other matters in this letter are qualified in their
entirety and subject to the following:

         A. We have assumed that (i) the Registration Statement, and any
            amendments thereto (including post-effective amendments) will have
            become effective and such effectiveness shall not have been
            terminated or rescinded, (ii) a Prospectus Supplement will have
            been prepared and filed with the Commission describing the Equity
            Securities offered thereby, (iii) all Equity Securities will have
            been issued and sold in compliance with applicable United States
            federal and state securities Laws (hereinafter defined) and in the
            manner stated in the Registration Statement and the applicable
            Prospectus Supplement, (iv) a definitive purchase, underwriting or
            similar agreement with respect to any Equity Securities offered
            will have been duly authorized and validly executed and delivered
            by the Partnership and the other parties thereto, and (v) at the
            time of the issuance of the Equity Securities (a) the Partnership
            validly exists and is duly qualified and in good standing under the
            laws of its jurisdiction of formation, (b) the Partnership has the
            necessary partnership power and due authorization, and (c) the
            organizational or charter documents of the Partnership (and its
            general partner) are in full force and effect and have not been
            amended, restated, supplemented or otherwise altered, and there has
            been no authorization of any such amendment, restatement,
            supplement or other alteration, since the date hereof.

         B. The opinions set forth in paragraph 1 are subject to the
            qualification that (i) under Section 17-303(a) of the Delaware
            Revised Uniform Limited Partnership Act (the "DELAWARE ACT"), a
            limited partner who participates in the "control," within the
            meaning of the Delaware Act, of the business of a partnership or
            takes action which constitutes "control" may be held personally
            liable for such partnership's obligations under the Delaware Act to
            the same extent as a general partner and (ii) under Section 17-607
            of the Delaware Act, a limited partner who (x) receives a
            distribution that, at the time of distribution and after giving
            effect to the distribution, causes all liabilities of the
            Partnership, other than liabilities to partners on account of their
            partnership interests and non-recourse liabilities, to exceed the
            fair value of the assets of the limited partnership (except the
            fair value of property subject to a liability for which the
            recourse of creditors is limited, which property shall be included
            in the assets of the limited partnership only to the extent that
            the fair value of such property exceeds such liability) and (y)
            knew

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Genesis Energy, L.P.
July 8, 2005
Page 3


            at the time of such distribution that the distribution was in
            violation of the Delaware Act shall be liable to the limited
            partnership for the amount of the distribution for three years from
            the date of the distribution. We have assumed that the holder of
            the Equity Securities holds them in its capacity as a limited
            partner and, as such, does not participate in the control of the
            business of the Partnership.

         C. We express no opinion as to the laws of any jurisdiction other than
            any published constitutions, treaties, laws, rules or regulations
            or judicial or administrative decisions ("LAWS") of (i) the federal
            Laws of the United States, (ii) the Revised Uniform Limited
            Partnership Act of the State of Delaware and (iii) Delaware
            corporation laws.

         D. This law firm is a registered limited liability partnership
            organized under the laws of the state of Texas.

         E. The matters expressed in this letter are subject to and qualified
            and limited by (i) applicable bankruptcy, insolvency, fraudulent
            transfer and conveyance, reorganization, moratorium and similar
            laws affecting creditors' rights and remedies generally, (ii)
            general principles of equity, including principles of commercial
            reasonableness, good faith and fair dealing (regardless of whether
            enforcement is sought in a proceeding at law or in equity), (iii)
            commercial reasonableness and unconscionability and an implied
            covenant of good faith and fair dealing, (iv) the power of the
            courts to award damages in lieu of equitable remedies, (v)
            securities Laws and public policy underlying such Laws with respect
            to rights to indemnification and contribution and (vi) limitations
            on the waiver of rights under usury law.

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         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the Prospectus under the
captions "Legal Matters" and "Material Tax Consequences." In giving this
consent, we do not thereby admit that we are within the category of persons
whose consent is required under Section 7 of the Act and the rules and
regulations thereunder. We also consent to your filing copies of this opinion
as an exhibit to the Registration Statement.


                                         Very truly yours,

                                         /s/ Akin Gump Strauss Hauer & Feld LLP

                                         AKIN GUMP STRAUSS HAUER & FELD LLP
