Exhibit 5.1

March 7, 2002

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 AmeriGas Partners, L.P., a Delaware limited
partnership (the "Partnership"), and AP Eagle Finance Corp., a Delaware
corporation and wholly owned finance subsidiary of Amerigas Partners, L.P. ("AP
Eagle Finance," together with the Partnership, the "Issuers"), in connection
with the preparation and filing with the Securities and Exchange Commission (the
"Commission") of a Registration Statement (the "Registration Statement") under
the Securities Act of 1933, as amended (the "Securities Act"), relating to the
issuance and sale from time to time by the Issuers up to $60,000,000 aggregate
principal amount of 8 7/8% Series B Senior Notes due 2011 (the "Debt
Securities").

In rendering the opinion set forth below, we have examined the
Registration Statement and the exhibits thereto, the Indenture dated as of
August 21, 2001 between the Issuers and First Union National Bank, as trustee
(the "Indenture"), the corporate records and documents and statements 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 for issuance by
the Issuers, (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 Issuers, enforceable against the Issuers 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