EXHIBIT 5.1

                   [LETTERHEAD OF MORGAN, LEWIS & BOCKIUS LLP]

August 11, 2004

UGI Corporation
460 North Gulph Road
King of Prussia, Pennsylvania 19406

Ladies and Gentlemen:

We have acted as counsel for UGI Corporation, a Pennsylvania corporation (the
"Company") in connection with the preparation of a registration statement on
Form S-8 (the "Registration Statement") to be filed pursuant to the Securities
Act of 1933, as amended (the "Securities Act"), for the registration of the
issuance of 3,500,000 shares (the "Shares") of the Company's common stock, no
par value. The Shares covered by this Registration Statement may be issued
pursuant to the terms of the UGI Corporation 2004 Omnibus Equity Compensation
Plan (the "Plan").

In such capacity, we have examined the Plan, the (Second) Amended and Restated
Articles of Incorporation and Bylaws of the Company, as amended to date, and
such corporate records, statutes and other documents as we have deemed relevant
in rendering this opinion. Based on the foregoing, it is our opinion that the
Shares originally issued by the Company to eligible participants through the
Plan will be, when issued and delivered as contemplated by the Plan, validly
issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Act or the rules or regulations of the Securities and Exchange Commission
thereunder.

                                                 Sincerely,

                                                 /s/ Morgan, Lewis & Bockius LLP