[LETTERHEAD OF MORGAN, LEWIS & BOCKIUS LLP]



November 19, 2001


AmeriGas Partners, L.P.
460 North Gulph Road
King of Prussia, PA 19406


Re: Registration Statement on Form S-3 for Common Units
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Ladies and Gentlemen:

     We have acted as counsel to AmeriGas Partners, L.P., a Delaware limited
partnership (the "Partnership"), in connection with the filing with the
Securities and Exchange Commission (the "SEC"), pursuant to the Securities Act
of 1933, as amended (the "Act"), and the rules and regulations promulgated
thereunder, of a Registration Statement on Form S-3 (the "Registration
Statement"). The Registration Statement relates to the offering, 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 6,700,000 common units (the "Common Units") by the Partnership
and 2,356,953 common units by the offering unitholder. All capitalized terms
that are not defined herein shall have the meanings assigned to them in the
Registration Statement.

     We have participated in the preparation of the Registration Statement and
Prospectus, and we have examined (1) the Partnership's Certificate of Limited
Partnership, as amended to date; (2) the Partnership's Second Amended and
Restated Agreement of Limited Partnership, as amended to date; and (3) such
other documents, records, statutes and decisions as we have deemed necessary or
appropriate for the purposes of the opinion expressed herein. As to matters of
fact, we have relied on representations of officers and representatives of the
Partnership. In our examination, we have assumed (i) the genuineness of
documents submitted to us as originals; (ii) the conformity with the original of
all documents submitted to us as copies thereof; (iii) that each document
submitted to us is accurate and complete; and (iv) that each certificate from
governmental officials reviewed by us is accurate, complete and authentic, and
all official public records are accurate and complete.

     Based upon the foregoing, we are of the opinion that:

     1. The Partnership has been duly formed and is validly existing as a
limited partnership under the Delaware Revised Uniform Limited Partnership Act;
and

     2. When (a) the Partnership has taken all necessary action to approve the
issuance of the Common Units, the terms of the offering thereof and related
matters and (b) such Common Units have been issued and delivered in accordance
with the terms of any applicable definitive





purchase, underwriting or other agreement approved by the Partnership upon
payment (or delivery) of the consideration therefor provided for therein, such
Common Units will be duly authorized and validly issued and, on the assumption
that the acquirer of such Common Units is not also a general partner of the
Partnership and does not participate in the control of the Partnership's
business, such Common Units will be fully paid and non-assessable, except as
such non-assessability may be affected by 17-607 of the Delaware Revised Uniform
Limited Partnership Act.

     For the purposes of the opinions expressed above, we have assumed that (1)
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; (2) a Prospectus Supplement will have been
prepared and filed with the SEC describing the Common Units offered thereby and
will comply with all applicable laws; and (3) all Common Units will have been
issued and sold in compliance with applicable U.S. federal and state securities
laws and in the manner stated in the Registration Statement and the applicable
Prospectus Supplement.

     This opinion is limited in all respects to the federal laws of the United
States and the Delaware Revised Uniform Limited Partnership Act.

     We hereby consent to the use of this opinion as Exhibit 5 to the
Registration Statement and to the use of our name under the caption "Legal
Opinion" in the Prospectus. In giving this consent, we do not thereby admit that
we are acting within the category of persons whose consent is required under
Section 7 of the Act or the rules or regulations of the SEC thereunder.


Very truly yours,

/s/ Morgan, Lewis & Bockius LLP