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[LETTERHEAD OF MORGAN, LEWIS & BOCKIUS LLP]
September 15, 2000
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 9,000,000 common units (the "Common Units") of the Partnership.
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 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 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 are of the opinion that, when (a) the
Partnership has taken all necessary action to approve the issuance of such
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 holder 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.
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
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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; (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; and (4) a definitive purchase, underwriting or similar agreement
with respect to any Common Units offered will have been duly authorized and
validly executed and delivered by the Partnership and the other parties thereto.
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
Morgan, Lewis & Bockius LLP
