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[LETTERHEAD OF MORGAN, LEWIS & BOCKIUS LLP]
November 1, 2000
UGI Corporation
460 North Gulph Road
King of Prussia, PA 19406
Re: Registration Statement on Form S-8 for Common Stock
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Ladies and Gentlemen:
We have acted as counsel to UGI Corporation, a Pennsylvania corporation (the
"Company"), 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-8 (the "Registration Statement"), for the purpose of
registering an aggregate of 1,674,000 shares of common stock of the Company (the
"Shares"), without par value, to be offered and sold by the Company pursuant to
various benefit and compensation plans of the Company (collectively, the
"Plans"), together with an indeterminate number of Plan interests.
We have participated in the preparation of the Registration Statement and we
have examined the (Second) Amended and Restated Articles of Incorporation and
the Bylaws of the Company, as amended to date, and 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 Company. In
our examination, we have assumed the genuineness of documents submitted to us as
originals and the conformity with the original of all documents submitted to us
as copies thereof.
Based upon the foregoing, we advise you that, in our opinion, when issued and
delivered in accordance with the terms and conditions of the Plans, the Shares
will be duly authorized, validly issued, fully paid and nonassessable.
We hereby consent to the use of this opinion as Exhibit 5 to the Registration
Statement and to the reference to such opinion in the Registration Statement.
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
Morgan, Lewis & Bockius LLP
