EXHIBIT 8.1


                        [BAKER BOTTS L.L.P. LETTERHEAD]


July 25, 2003

Heritage Propane Partners, L.P.
Heritage Operating, L.P.
Heritage Service Corp.
Heritage-Bi State, L.L.C.
Heritage Energy Resources, L.L.C.
8801 South Yale Avenue, Suite 310
Tulsa, Oklahoma 74137

         Re:  Exhibit 8.1 Opinion

Gentlemen:

         We have acted as counsel for Heritage Propane Partners, L.P., a
Delaware limited partnership (the "Partnership"), Heritage Operating, L.P., a
Delaware limited partnership (the "Operating Partnership"), Heritage Service
Corp., a Delaware corporation ("Heritage Service"), Heritage-Bi State, L.LC., a
Delaware limited liability company ("Heritage-Bi State"), and Heritage Energy
Resources, L.L.C., an Oklahoma limited liability company ("Heritage Energy" and,
together with Heritage Service and Heritage-Bi State, the "Subsidiary
Guarantors"), 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 (i) securities to be
issued and sold by the Partnership, the Operating Partnership and the Subsidiary
Guarantors from time to time pursuant to Rule 415 under the Securities Act for
an aggregate initial offering price not to exceed $800,000,000 and (ii) 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. Such
securities include (i) common units representing limited partner interests in
the Partnership; (ii) unsecured debt securities of the Partnership, in one or
more series, consisting of notes, debentures or other evidences of indebtedness;
(iii) unsecured debt securities of the Operating Partnership, in one or more
series, consisting of notes, debentures or other evidences of indebtedness; and
(iv) guarantees of such debt securities by one or more of the Partnership, the
Operating Partnership and the Subsidiary Guarantors.

         In connection therewith, we prepared the discussion set forth under the
caption "Material Tax Considerations" (the "Discussion") in the prospectus
contained in the Registration Statement.

         All statements of legal conclusions contained in the Discussion, unless
otherwise noted, are our opinion with respect to the matters set forth therein
as of the effective date of the Registration Statement. In addition, we are of
the opinion that the federal income tax discussion in the Registration Statement
with respect to those matters as to which no legal conclusions are provided is
an accurate discussion of such federal income tax matters (except for the


BAKER BOTTS L.L.P.
Heritage Propane Partners, L.P., et al.         2                  July 25, 2003


representations and statements of fact of the Partnership and its general
partner, included in such discussion, as to which we express no opinion).

         We hereby 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 in the Discussion. In giving this consent, however, we do not hereby
admit that we are within 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,


                                              /s/ Baker Botts L.L.P.