Exhibit 8.1



                                  April 8, 2004

Atlas Pipeline Partners, L.P.
1845 Walnut Street
Philadelphia, PA  19103

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 (the "Offering") of up to 862,500 common
units of limited partnership interest of Atlas (the "Common Units"). You have
requested our opinion requiring certain U.S. federal income tax matters in
connection with the Offering.

         For purposes of the opinion set forth below, we have reviewed and
relied upon (i) the Registration Statement, the Prospectus and the Prospectus
Supplement, and (ii) such other documents, records and instruments as we have
deemed necessary or appropriate as a basis for our opinion. In addition, in
rendering our opinion we have relied upon certain statements and representations
made by Atlas, which we have neither investigated nor verified, as well as
certain statements contained in the Registration Statement, Prospectus and
Prospectus Supplement which we have also neither investigated nor verified. We
have assumed that all such statements and representations are true, correct,
complete, and not breached, and that no actions that are inconsistent with such
statements and representations will be taken. We have also assumed that all
representations made "to the best knowledge of" any persons will be true,
correct and complete as if made without such qualification.

         Any inaccuracy in, or breach of, any of the aforementioned statements,
representations and assumptions or any change after the date hereof in
applicable law could adversely affect our opinion. No ruling been (or will be)
sought from the Internal Revenue Service (the "IRS") by Atlas as to the United
States federal income tax consequences of the Offering and the ownership and
disposition of the Common Units. The opinion expressed herein is not binding on
the IRS or any court, and there can be no assurance that the IRS or a court of
competent jurisdiction will not disagree with such opinion.







Atlas Pipeline Partners, L.P.
April 8, 2004
Page 2

         Based upon and subject to the foregoing as well as the limitations set
forth below, it is our opinion, under presently applicable United States federal
income tax law, that the discussion set forth in the Prospectus Supplement under
the caption "Tax Considerations," to the extent it summarizes material federal
income tax considerations (and ERISA considerations) of the Offering and the
ownership and disposition of the Common Units to the holders described therein,
is correct in all material respects.

         The foregoing opinion is limited to the U.S. federal income tax matters
addressed in the Prospectus Supplement, and no other opinions are rendered with
respect to other federal tax matters or to any issues arising under the tax laws
of any other country, or any state or locality. We undertake no obligation to
update the opinion expressed herein or in the Prospectus Supplement after the
date of this letter.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name as it appears under the
caption "Legal Matters" in the Prospectus and the Prospectus Supplement. In
giving this consent, we do not admit that we are in the category of persons
whose consent is required by Section 7 of the Securities Act of 1933, as
amended, or the rules and regulations promulgated thereunder by the SEC.





                                                   Very truly yours,

                                                   /S/ Ledgewood Law Firm, P.C.

                                                   LEDGEWOOD LAW FIRM, P.C.