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                         [UGI CORPORATION LETTERHEAD]

                                                                       EXHIBIT 5


                                               February 25, 1997



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

         Re:     UGI Corporation Registration Statement on Form S-8
                 1,640,000 Shares of Common Stock, without par value

Gentlemen:

         I am Vice President and General Counsel of UGI Corporation, a
Pennsylvania corporation (the "Company), and in such capacity I am furnishing
this opinion in connection with the Company's registration statement on Form
S-8 (the "Registration Statement") to be filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Act"), relating to the registration of 1,640,000 shares (the "Shares") of
common stock without par value (the "Common Stock"), of the Company, including
up to 1,500,000 shares of Common Stock issuable pursuant to stock options
granted or to be granted under the UGI Corporation 1997 Stock Option and
Dividend Equivalent Plan (the "1997 SODEP") and up to 140,000 shares of Common
Stock issuable pursuant to the UGI Corporation Directors' Equity Compensation
Plan (collectively, the "Plans").

         In connection with this opinion, I have examined the Articles and
Bylaws of the Company and the executed Registration Statement and such other
documents, records, statutes and decisions as I have deemed relevant to enable
me to give this opinion.

         Based upon the foregoing, I am of the opinion that the Shares, when
and to the extent issued by the Company pursuant to the provisions of the
Plans, including pursuant to stock options granted or to be granted in
accordance with the 1997 SODEP, will be legally issued, fully paid and
non-assessable shares of Common Stock of the Company.

         I consent to the filing of this opinion as an exhibit to the
Registration Statement and to all references to me in the Registration
Statement.

                                              Very truly yours,

                                              /s/ Brendan P. Bovaird

                                              Brendan P. Bovaird
                                              Vice President and General Counsel