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[LETTERHEAD OF BAKER BOTTS L.L.P.]
September 15, 2000
AmeriGas Partners, L.P.
460 North Gulph Road
King of Prussia, PA 19406
Tax Opinion
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We have acted as special counsel to you in connection with the
Registration Statement on Form S-3 (the "Registration Statement") of AmeriGas
Partners, L.P., a Delaware limited partnership (the "Partnership"), relating to
the registration of the offering and sale (the "Offering") of common units
("Common Units") of the Partnership.
We confirm that statements as to matters of law contained
under the caption "Tax Considerations" in the Registration Statement are our
opinion subject to the qualifications stated therein.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to our firm and this opinion
contained under the caption "Tax Considerations". We do not hereby admit that we
are within the category of persons whose consent is required under section 7 of
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.
Yours very truly,
/s/ Baker Botts L.L.P.
Baker Botts L.L.P.
