Weil, Gotshal & Manges
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                                  June 12, 2003

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, pursuant to
Rule 462(b) under the Securities Act of 1933, as amended (the "Securities Act"),
of a Registration Statement on Form S-3 (the "Registration Statement"), filed
relating to an aggregate of 2,624,875 common units representing limited partner
interests in the Partnership (the "Common Units").

                  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
delivered to the Underwriters against payment therefor upon the terms described
in the prospectus forming a part of the






Weil, Gotshal & Manges

Suburban Propane Partners, L.P.
June 12, 2003
Page 2

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 some circumstances and
may be liable for the return of some 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