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Exhibit 5.1
WEIL, GOTSHAL & MANGES LLP
A LIMITED LIABILITY PARTNERSHIP
INCLUDING PROFESSIONAL CORPORATIONS
767 FIFTH AVENUE
NEW YORK, NY 10153
212-310-8000
(FAX) 212-310-8007
August 7, 2000
Suburban Propane Partners, L.P.
One Suburban Plaza
240 Route 10 West
Whippany, New Jersey 07981-0206
Ladies and Gentlemen:
We have acted as counsel to Suburban Propane Partners,
L.P., a Delaware limited partnership (the "Partnership"), in connection with the
preparation and filing with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, of a registration statement on Form S-3 (the
"Registration Statement") with respect to common units representing limited
partner interests in the Partnership (the "Common Units"), in connection with a
proposed public offering by Goldman, Sachs & Co. (the "Underwriter") of
2,175,000 Common Units and up to 325,000 additional Common Units that are
subject to an over-allotment option.
In so acting, we have examined such statutes, regulations,
partnership records, documents and other instruments, and such certificates or
comparable documents of public officials and of officers and representatives of
the Partnership, and have made such inquiries of such officers and
representatives, as we have deemed relevant and necessary as a basis for the
opinion hereinafter set forth.
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, the conformity to original documents of
all documents submitted to us as certified, conformed or photostatic copies and
the authenticity of the originals of such latter documents. As to all questions
of fact material to this opinion that have not been independently established,
we have relied upon certificates or comparable documents of officers and
representatives of the Partnership.
Based on the foregoing, and subject to the qualifications
stated herein, we are of the opinion that the Common Units that are the subject
of the Registration Statement have been duly authorized, and when issued and
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August 7, 2000
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delivered to the Underwriter against payment therefor upon the terms described
in the prospectus forming a part of the Registration Statement (the
"Prospectus"), will be validly issued, fully paid and nonassessable, except as
such nonassessability may be affected by the matters described in the "Risk
Factors" section of the Prospectus under the captions "Unitholders may not have
limited liability in certain circumstances and may be liable for the return of
certain distributions" and "Unitholders may have liability to repay
distributions."
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the references to our firm under
the heading "Legal Opinions" in the Prospectus.
Very truly yours,
/s/ WEIL, GOTSHAL & MANGES LLP
