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EXHIBIT 5.1
Phillips Nizer Benjamin Krim & Ballon LLP
666 Fifth Avenue
New York, New York 10103-0084
September 27, 2000
Star Gas Partners, L.P.
2187 Atlantic Street
Stamford, CT 06912-0011
Re: Registration Statement of Form S-8
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Dear Ladies and Gentlemen:
We refer to the above-captioned registration statement (the
"Registration Statement") under the Securities Act of 1933, as amended, filed by
Star Gas Partners, L.P., a Delaware limited partnership (the "Partnership"),
with the Securities and Exchange Commission, relating to 129,500 senior
subordinated units (the "Units") of limited partner interests in the Partnership
which are being registered for issuance to a certain officer and directors
pursuant to separate incentive compensation agreements (the "Agreements").
Unless otherwise defined herein, capitalized terms used herein shall
have the meanings ascribed to them in the Registration Statement.
We have made such examination of law and have examined originals or
copies, certified or otherwise authenticated to our satisfaction, of all such
records, agreements and other instruments, certificates and orders of public
officials, certificates of the General Partner and representatives of the
partnership, and other documents that we have deemed necessary to render the
options hereinafter set forth.
In such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to the original thereof of all documents submitted to us as certified
or photostatic copies, and the authenticity of the originals of such latter
documents.
Based on the foregoing, we are of the opinion that:
1. The Partnership has been duly formed and is validly existing as a
limited partnership in good standing under the laws of the State of Delaware.
2. The Units when and to the extent issued in accordance with the
Partnership Agreement and the Agreements will be validly issued, fully paid and
non-assessable.
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Star Gas Partners, L.P.
Page -2-
September 27, 2000
We are attorneys admitted to practice in the State of New York. Our
opinion relates only to the laws of the State of New York, applicable federal
law of the United States of America and the corporate and limited partnership
laws of Delaware. We express no opinion on the law of any other jurisdiction.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Brian Brodrick
PHILLIPS NIZER BENJAMIN
KRIM & BALLON LLP
