[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 Tax Opinion Gentlemen: We have acted as special counsel to Suburban Propane Partners, L.P., a Delaware limited partnership (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 ('Common Units') which may be issued 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. All statements of legal conclusions contained in the discussion under the caption 'Tax Considerations' in the Prospectuses, unless otherwise noted, represent our opinion with respect to the matters set forth therein. In addition, based on the foregoing, we are of the opinion that the federal income tax discussion in the Prospectuses with respect to those matters as to which no legal conclusions are provided is an accurate discussion of such federal income tax matters (except for the representations and statements of fact of the Partnership and its general partner, included in such discussion, as to which we express no opinion). 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 references to our firm and this opinion contained in the Prospectuses. Very truly yours, /s/ Andrews & Kurth L.L.P. 2543/2438/2523/1117