[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