Exhibit 5.1

                   PHILLIPS NIZER BENJAMIN KRIM & BALLON LLP
                               666 Fifth Avenue
                         New York, New York 10103-0084

                                April 18, 1997


Petroleum Heat and Power Co., Inc.
2187 Atlantic Street
Stamford, Connecticut  06902

            Re:  Registration Statement on Form S-4 (333-23139)

Ladies and Gentlemen:

            We refer to the above-captioned registration statement (the
"Registration Statement"), under the Securities Act of 1933, as amended (the
"1933 Act"), filed by Petroleum Heat and Power Co., Inc., a Minnesota
corporation (the "Company"), with the Securities and Exchange Commission
relating to the proposed public offering by the Company of up to 1,200,000
shares (the "Shares") of 12 7/8% Series B Exchangeable Preferred Stock with a
liquidation preference of $25 per share (the "New Preferred Stock"). The Company
has offered to exchange the New Preferred Stock for an equal number of shares of
its 12 7/8% Series A Exchangeable Preferred Stock with a liquidation preference
of $25 per share (the "Old Preferred Stock" and together with the New Preferred
Stock, the "Preferred Stock"). Each term used herein that is defined in the
Registration Statement and not otherwise defined herein shall have the meaning
specified in the Registration Statement.

            We have examined copies of the Restated Articles of Incorporation of
the Company, the Certificate of Designation for the Preferred Stock and the
Amended By-Laws of the Company and such other records and documents as we have
deemed relevant and necessary to the opinions hereinafter expressed. In such
examination, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as certified or photostatic
copies.

            Based upon the foregoing and relying upon statements of fact
contained in the documents we have examined, we are of the opinion that the
issuance of the Shares of New Preferred Stock has been duly authorized, and when
issued pursuant to the Registration Rights Agreement, a form of which was filed
as an Exhibit to the Registration Statement, will be legally and validly issued,
fully paid and non-assessable.


Petroleum Heat and Power Co., Inc.
April 18, 1997
Page 2

            We consent to being named in the Registration Statement and related
Prospectus as counsel who are passing upon the legality of the Shares for the
Company, and to the reference to our name under the captions "Prospectus
Summary," "Certain Federal Income Tax Considerations" and "Legal Matters" in
such Prospectus. We also consent to your filing copies of this opinion as an
exhibit to the aforesaid Registration Statement.

                                          Very truly yours,

                                          PHILLIPS NIZER BENJAMIN
                                                KRIM & BALLON LLP


                                          By:  /s/
                                               ------------------------
                                                Alan Shapiro, a Partner