Conclusions of Law

1. The proposed transactions result in no change in utility service and are therefore not adverse to the public interest.

2. To the extent the Joint Applications seeks authorization for a change of control pursuant to § 854(a), § 851 is also applicable, and the application should be approved.

3. The assets remain subject to Commission jurisdiction after the transfer of their control.

4. Article 2.5 of the Commission's Rules of Practice and Procedure ceases to apply to these consolidated proceeding, as this matter has been resolved without evidentiary hearings.

5. These transfers of control do not require further CEQA review by the Commission as they qualify for a categorical exemption under CEQA Guidelines § 1506(b)(3)(1).).

6. This order should be effective immediately.

ORDER

IT IS ORDERED that:

1. The application of LB Pacific, LP (LB Pacific) to acquire Pacific Pipeline System LLC (PPS) pursuant to Pub. Util. Code §§ 854(a) and 851 is approved.

2. The application of LB Pacific, LP (LB Pacific) to acquire Pacific Terminals LLC (PT) pursuant to Pub. Util. Code §§ 854(a) and 851 is approved.

3. The following documents are filed under seal for two years pursuant to Pub. Util. Code § 583 and General Order No. 66-C:

1. Exhibit D: Purchase and Sale Agreement (PPS - A.04-11-015)

2. Exhibit M: LB Pacific's financial statements contained in LB Pacific's Pre- and Post-Closing Capitalization Table (PPS)

3. Exhibit G: PT's Balance Sheet (PT - A.04-11-014)

4. Exhibit H: PT's Income Statement (PT)

5. Exhibit D: Purchase and Sale Agreement (PT)

6. Exhibit M: LB Pacific's financial statements contained in LB Pacific's Pre- and Post-Closing Capitalization Table (PT).

4. LB Pacific shall notify the Director of the Commission's Energy Division in writing of the transfer of authority over PPS, as authorized herein, within 30 days of the date of the transfer. A true copy of the instruments of transfer shall be attached to the notification.

5. LB Pacific shall notify the Director of the Commission's Energy Division in writing of the transfer of authority over PT, as authorized herein, within 30 days of the date of the transfer. A true copy of the instruments of transfer shall be attached to the notification.

6. LB Pacific shall make all books and records available for review and inspection upon Commission staff request.

7. The authority granted herein shall expire if not exercised within one year of the date of this order.

8. Application (A.) 04-11-014 and A.04-11-015 are closed.

This order is effective today.

Dated February 24, 2005, at San Francisco, California.

MICHAEL R. PEEVEY

President

GEOFFREY F. BROWN

SUSAN P. KENNEDY

DIAN M. GRUENEICH

Commissioners