Exhibit 5.1



                                  April 8, 2004

Atlas Pipeline Partners, L.P.
311 Rouser Road
Moon Township, PA 15108


Ladies and Gentlemen:

         We have acted as counsel to Atlas Pipeline Partners, L.P., a Delaware
limited partnership ("Atlas"), Atlas Pipeline Operating Partnership, L.P., a
Delaware limited partnership, Atlas Pipeline New York, LLC, a Pennsylvania
limited liability company, Atlas Pipeline Ohio, LLC, a Pennsylvania limited
liability company, and Atlas Pipeline Pennsylvania, LLC, a Pennsylvania limited
liability company, in connection with the preparation and filing by these
entities of a registration statement on Form S-3 under the Securities Act of
1933, as amended, File No. 333-113523 (the "Registration Statement"), the
Prospectus included therein dated April 5, 2004 (the "Prospectus"), and the
Prospectus Supplement of even date herewith (the "Prospectus Supplement") with
respect to the offer and sale by Atlas of up to 862,500 common units of limited
partnership interest of Atlas (the "Common Units"). In connection therewith, you
have requested our opinion as to certain matters referred to below.

         In our capacity as such counsel, we have familiarized ourselves with
the actions taken by Atlas in connection with the registration of the Common
Units. We have examined the originals or certified copies of such records,
agreements, certificates of public officials and others, and such other
documents, including the Registration Statement and the Prospectus Supplement,
as we have deemed relevant and necessary as a basis for the opinions hereinafter
expressed.

         Based upon and subject to the foregoing, we are of the opinion that:

         1. Atlas is a limited partnership which has been duly formed, is
validly existing and is in good standing under the Delaware Revised Uniform
Limited Partnership Act.

         2. When sold as set forth in the Registration Statement, Prospectus and
Prospectus Supplement, the Common Units will be validly issued, fully paid and
non-assessable, except as such nonassessment may be affected by the matters
described in the Prospectus under the caption "Our Partnership
Agreement--Limited Liability."







         The opinion expressed herein is limited to the Delaware Revised Uniform
Limited Partnership Act, as currently in effect.

         We consent to the reference to this opinion and to Ledgewood Law Firm,
P.C. in the Prospectus and Prospectus Supplement, and to the inclusion of this
opinion as an exhibit to the Registration Statement.


                                                    Very truly yours,



                                                    /s/ Ledgewood Law Firm, P.C.
                                                    ----------------------------
                                                    LEDGEWOOD LAW FIRM, P.C.