[A&K LETTERHEAD]
 
                                                                    212-850-2800

                                August 29, 1996
 
Board of Supervisors
Suburban Propane Partners, L.P.
One Suburban Plaza
240 Route 10 West
Whippany, New Jersey 07981-0206
 
Gentlemen:
 
     We have acted as counsel to Suburban  Propane  Partners,  L.P.,  a Delaware
limited  partnership  (the  'Partnership'),  and  Suburban  Propane GP,  Inc., a
Delaware  corporation and the general partner of the Partnership,  in connection
with the registration  under the Securities Act of 1933, as amended (the 'Act'),
of up to 3,000,000 common units  representing  limited partner  interests in the
Partnership (the 'Common Units') which may be offered and sold from time to time
pursuant to the Partnership's  registration statement on Form S-1 filed with the
Securities  and  Exchange  Commission  on the  date  hereof  (the  'Registration
Statement').  The Common  Units will be sold or  delivered  from time to time in
amounts,  at  prices  and  on  terms  to  be  determined  at  the  time  of  the
Partnership's acquisition of businesses,  properties or securities in connection
with  which  such  Common  Units  are  issued,   as  described  in   supplements
('Prospectus  Supplements')  to  the  Partnership  Prospectus  and  the  Selling
Unitholders  Prospectus  (the  'Prospectuses')  contained  in  the  Registration
Statement.
 
     As  the basis for the opinions hereinafter expressed, we have examined such
statutes,  regulations,  corporate  records   and  documents,  certificates   of
corporate  and  public  officials,  and  other  instruments  as  we  have deemed
necessary or advisable for the purposes of this opinion. In such examination  we
have  assumed the authenticity of all documents submitted to us as originals and
the conformity with the original documents  of all documents submitted to us  as
copies.
 
     With  respect to the opinions set forth below, we have assumed that at each
time of the issuance, sale and delivery  of the Common Units, such Common  Units
will  be issued,  sold and  delivered in a  manner consistent  with the Delaware
Revised Uniform Limited Partnership Act (the 'Delaware Act') and the partnership
agreement of the Partnership as in effect at such time, and that the Partnership
will have a  sufficient number of  Common Units authorized  for issuance at  the
time of each such issuance. 



Board of Supervisors
August 29, 1996
Page 2
 
     Based  on  the  foregoing  and  on such  legal  considerations  as  we deem
relevant, we are of the opinion that:
 
     1. The  Partnership has  been duly  formed  and is  validly existing  as  a
limited partnership under the Delaware Act.
 
     2.  When appropriate  partnership action  has been  taken to  authorize the
issuance of any Common Units and such Common Units have been issued and paid for
as described in the Registration Statement, the Prospectuses and any  Prospectus
Supplements  thereto, such Common Units will be duly authorized, validly issued,
fully paid and nonassessable, except as such nonassessability may be affected by
the matters described in the  Prospectuses under  the caption  'The  Partnership
Agreement -- Limited Liability.'
 
     This  opinion  is delivered  as  of the  date  hereof and  we  disclaim any
responsibility to update this opinion at any time following the date hereof.
 
     We hereby  consent  to  the use  of  this  opinion as  an  exhibit  to  the
Registration  Statement  and  to  the  reference  to  our firm under the caption
'Validity of the Common Units' in the Prospectuses.
 
 
                                          Very truly yours,
 
 
                                          /s/ Andrews & Kurth L.L.P.