December 11, 2003

Suburban Propane Partners, L.P.
One Suburban Plaza
240 Route 10 West
Whippany, New Jersey 07981-0206

                          Re: Offering of Common Units

Ladies and Gentlemen:

     We have acted as counsel to Suburban Propane Partners, L.P., a Delaware
limited partnership (the "Company"), in connection with the Registration
Statement on Form S-3, as amended (Registration No. 333-109714) (such
registration statement, together with each document incorporated therein, the
"Registration Statement"), filed by the Company with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"), and the
proposed public offering by the Company of 2,600,000 common units representing
limited partner interests in the Company (the "Common Units") and up to 390,000
additional Common Units that are subject to an over-allotment option.

     In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of such partnership
records, documents, certificates and instruments as we deemed necessary and
appropriate to enable us to render the opinion expressed below.

     In our examination, we have assumed (a) the authenticity of original
documents and the genuineness of all signatures, (b) the conformity to the
originals of all documents submitted to us as copies, (c) the truth, accuracy
and completeness of the information, representations and warranties contained in
the records, documents, instruments and certificates we have reviewed and (d)
the due authorization, execution and delivery of each document named below by
each party.

     We advise you that, in our opinion, the Common Units have been duly
authorized by the Company and when issued and delivered to the underwriters
against payment therefor in the




                                      -2-


manner described in the prospectus dated October 23, 2003 (the "Prospectus")
forming a part of the Registration Statement, and the prospectus supplement
dated December 10, 2003 supplementing such Prospectus (the "Prospectus
Supplement"), such Common Units 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 Supplement under the
captions "Unitholders may not have limited liability in some circumstances" and
"Unitholders may have liability to repay distributions."

     In rendering the opinion set forth above, we express no opinion as to laws
other than the laws of the State of New York, the Delaware Revised Uniform
Limited Partnership Act and the federal laws of the United States of America.

     We hereby consent to the filing of this opinion as an exhibit to the
Current Report on Form 8-K of the Company to be incorporated by reference into
the Registration Statement and to the reference of our firm under the captions
"Legal Matters" and "Legal Opinions" in the Registration Statement and related
Prospectus and Prospectus Supplement. Our consent to such reference does not
constitute a consent under Section 7 of the Act and in consenting to such
reference we have not certified any part of the Registration Statement and do
not otherwise come within the categories of persons whose consent is required
under Section 7 or under the rules and regulations of the Securities and
Exchange Commission thereunder.


                                        Very truly yours,


                                        /s/ Cahill Gordon & Reindel LLP