EXHIBIT 5.2



           [DOERNER, SAUNDERS, DANIEL & ANDERSON, L.L.P. LETTERHEAD]


                                  July 25, 2003


Heritage Propane Partners, L.P.
8801 South Yale Avenue, Suite 310
Tulsa, Oklahoma 74137

Ladies and Gentlemen:

         We have acted as special counsel for Heritage Propane Partners, L.P., a
Delaware limited partnership (the "Partnership"), with respect to certain legal
matters in connection with the filing with the Securities and Exchange
Commission (the "Commission") of a registration statement (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"),
registering the offer and sale by certain unitholders of the Partnership of up
to 6,415,762 common units representing limited partner interests in the
Partnership (the "Selling Unitholder Common Units").

         In our capacity as your counsel with respect to the matters referred to
above, we have examined (i) the Amended and Restated Agreement of Limited
Partnership of the Partnership and the Certificate of Limited Partnership of the
Partnership, each as amended to date; (ii) the Amended and Restated Agreement of
Limited Partnership of U.S. Propane, L.P., a Delaware limited partnership and
the general partner of the Partnership (the "General Partner") and the
Certificate of Limited Partnership of the General Partner, each as amended to
date; (iii) the Amended and Restated Limited Liability Company Agreement of U.S.
Propane, L.L.C., a Delaware limited liability company and the general partner of
the General Partner, and the Certificate of Formation of U.S. Propane, L.L.C.,
each as amended to date; (iv) partnership and limited liability records of the
Partnership, the General Partner and U.S. Propane, L.L.C., including minute
books of the General Partner and U.S. Propane, L.L.C. as furnished to us by the
General Partner and U.S. Propane, L.L.C.; and (v) such certificates, statutes
and other instruments and documents as we have deemed necessary.


July 25, 2003
Page 2


         In rendering this opinion, we have relied in respect of matters of fact
upon the originals, or copies certified or otherwise identified, of certificates
of representatives of the Partnership, the General Partner and U.S. Propane,
L.L.C. and of certificates of public officials. In addition, we have assumed
that each document submitted to us is accurate and complete, that each document
submitted as an original is authentic, that each document submitted as a copy
conforms to an authentic original, and that all signatures on each document
examined by us are genuine.

         Based upon the foregoing and subject to the limitations, qualifications
and exceptions set forth herein, we are of the opinion that:

         1. The Selling Unitholder Common Units have been duly authorized and
validly issued and are fully paid and nonassessable.

         The opinions set forth above are limited in all respects to matters of
the Delaware Revised Uniform Limited Partnership Act, the Delaware Limited
Liability Company Act, the General Corporation Law of the State of Delaware and
applicable federal law. We hereby consent to the filing of this opinion of
counsel as Exhibit 5.2 to the Registration Statement. We also consent to the
reference to our Firm under the heading "Legal Matters" in the prospectus
forming a part of the Registration Statement. In giving this consent, we do not
hereby admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act or the rules and regulations of the
Commission thereunder.


                                               Very truly yours,

                                   DOERNER, SAUNDERS, DANIEL & ANDERSON, L.L.P.

                               /s/ DOERNER, SAUNDERS, DANIEL & ANDERSON, L.L.P.