Exhibit 5

October 30, 2001


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

     Re:  Registration Statement on Form S-3 for Debt Securities to be Offered
          Pursuant to Rule 415

Ladies and Gentlemen:

We have acted as counsel to UGI Utilities, Inc., a  Pennsylvania corporation
(the "Company"), in connection with the preparation and filing with the
Securities and Exchange Commission ("Commission") of a Registration Statement
(the "Registration Statement") under the Securities Act of 1933, as amended
("Securities Act"), relating to the issuance and sale from time to time by the
Company of up to $123,000,000 aggregate principal amount of debt securities
("Debt Securities"), each series of which will be offered on terms to be
determined at the time of sale.

In rendering the opinion set forth below, we have examined the Registration
Statement and the exhibits thereto, the Indenture dated as of August 1, 1993,
between the Company and First Union National Bank, formerly known as First
Fidelity Bank, National Association, as trustee (the "Indenture"), the corporate
records and documents, statements and certificates of officers of the Company,
and have made such other and further investigations, as we have deemed relevant.

In such examination, we have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity of all documents submitted
to us as originals, and the conformity to original documents of all documents
submitted to us as certified or photostatic copies.

Based upon the foregoing, and subject to the qualifications and limitations
stated herein, we are of the opinion that, when (i) authorized by the Company in
accordance with the Indenture, (ii) executed and authenticated in accordance
with the Indenture and (iii) delivered as contemplated in the Registration
Statement and the Indenture against payment therefor, the Debt Securities
registered on the Registration Statement will constitute valid and legally
binding obligations of the Company, enforceable against the Company in
accordance with their terms.

Our opinion set forth above is subject to the effects of bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other similar laws
relating to or affecting


creditors' rights generally, general equity principles (whether considered in a
proceeding in equity or at law) and an implied covenant of good faith and fair
dealing.

We hereby consent to the use of this opinion as an exhibit to the Registration
Statement and to the reference to our Firm under the caption "Legal Opinion" in
the prospectus which forms a part of the Registration Statement.  In giving such
consent, we do not thereby admit that we are acting within the category of
persons whose consent is required under Section 7 of the Securities Act and the
rules and regulations of the Commission thereunder.

Sincerely,


Morgan, Lewis & Bockius LLP