8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                -----------------

                                    FORM 8-K

                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                                   May 3, 2002
                                (DATE OF REPORT)

                             AMERIGAS PARTNERS, L.P.
                             AP EAGLE FINANCE CORP.
           (EXACT NAME OF REGISTRANTS AS SPECIFIED IN THEIR CHARTERS)

         Delaware                    1-13692                  23-2787918
         Delaware                    1-13692                  23-3077318
(STATE OR OTHER JURISDICTION       (COMMISSION             (I.R.S. EMPLOYER
     OF INCORPORATION)              FILE NO.)             IDENTIFICATION NO.)

                                460 N. Gulph Road
                       King of Prussia, Pennsylvania 19406
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

                                 (610) 337-7000
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.

(c)      Exhibits.

         5.1      Legal Opinion of Morgan, Lewis & Bockius LLP



                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrants have duly caused this report to be signed on their behalf by the
undersigned hereunto duly authorized.


                                       AMERIGAS PARTNERS, L.P.
                                       (Registrant)

                                       By:  AmeriGas Propane, Inc.,
                                               its general partner

     Date:  May 3, 2002                By:  /s/ Robert H. Knauss
                                            ------------------------------
                                            Robert H. Knauss
                                            Vice President,Law



                                       AP EAGLE FINANCE CORP.
                                       (Registrant)

     Date:  May 3, 2002                By:  /s/ Robert H. Knauss
                                            ------------------------------
                                            Robert H. Knauss
                                            Vice President,Law

                                  EXHIBIT INDEX




EXHIBIT NUMBER             DESCRIPTION
                        
     5.1                   Legal Opinion of Morgan, Lewis & Bockius LLP

EX-5.1

                                                                     Exhibit 5.1

May 3 2002


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549


     Re:  Registration Statement on Form S-3, file number 333-83942, for Debt
          Securities to be Offered Pursuant to Rule 415

Ladies and Gentlemen:

We have acted as counsel to AmeriGas Partners, L.P., a Delaware limited
partnership (the "Partnership"), and AP Eagle Finance Corp., a Delaware
corporation and wholly owned finance subsidiary of Amerigas Partners, L.P., ("AP
Eagle Finance," together with the Partnership, the "Issuers"), in connection
with the preparation and filing with the Securities and Exchange Commission (the
"Commission") of a Registration Statement, and Amendments No. 1 and 2 thereto
(the "Registration Statement"), under the Securities Act of 1933, as amended
(the "Securities Act"), relating to the issuance and sale from time to time by
the Issuers of up to $100,000,000 aggregate principal amount of 8 7/8% Series B
Senior Notes due 2011 (the "Debt Securities").

In rendering the opinion set forth below, we have examined the Registration
Statement and the exhibits thereto, the Indenture dated as of August 21, 2001
between the Issuers and First Union National Bank (the "First Union"), as
trustee, the Supplemental Indenture dated as of May 3, 2002 ("Indenture")
between the Issuers and Wachovia Bank, National Association, successor to First
Union (the "Trustee"), the corporate records and documents, statements and
certificates of officers of the Company, and have made such other and further
investigations, as we have deemed relevant.

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, and the conformity to original documents of all documents
submitted to us as certified or photostatic copies.

Based upon the foregoing, and subject to the qualifications and limitations
stated herein, we are of the opinion that $40,000,000 aggregate principal amount
of Debt Securities, when sold pursuant to the Registration Statement as of
today's date, and the remaining $60,000,000 aggregate principal, when (i)
authorized for issuance by the Issuers, (ii) executed and authenticated in
accordance with the Indenture and (iii) delivered as contemplated in the
Registration Statement and the Indenture against payment therefore, will
continue valid and legally binding obligations of the Issuers, enforceable
against the Issuers in accordance with their terms.












Our opinion set forth above is subject to the effects of bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other similar laws
relating to or affecting creditors' rights generally, general equity principles
(whether considered in a proceeding in equity or at law) and an implied covenant
of good faith and fair dealing.

We hereby consent to the incorporation by reference of this opinion into the
Registration Statement and to the reference to our Firm under the caption "Legal
Opinion" in the prospectus which forms a part of the Registration Statement. In
giving such consent, we do not thereby admit that we are acting within the
category of persons whose consent is required under Section 7 of the Securities
Act and the rules and regulations of the Commission thereunder.


Sincerely,

/s/ MORGAN, LEWIS & BOCKIUS LLP