EXHIBIT 5.1

                    PAUL, WEISS, RIFKIND, WHARTON & GARRISON
                           1285 Avenue of the Americas
                             New York, NY 10019-6064

(212) 373-3000                                  January 10, 1997




National Propane Partners, L.P.
Suite 1700, IES Tower
200 1st Street, S.E.
Cedar Rapids, Iowa  52401

                         National Propane Partners, L.P.
                       Registration Statement on Form S-1

Ladies and Gentlemen:

               In connection with the above-captioned Registration Statement on
Form S-1 (the "Registration Statement") being filed today with the Securities
and Exchange Commission pursuant to the Securities Act of 1933, as amended (the
"Act"), and the rules and regulations promulgated thereunder (the "Rules"), we
have been requested to render our opinion as to the legality of 400,000 common
units (the "Common Units") representing limited partner interests in National
Propane Partners, L.P. (the "Partnership") to be registered thereunder, which
are being offered by Merrill Lynch, Pierce, Fenner & Smith Incorporated.

               In connection with this opinion, we have examined originals, or
copies certified or otherwise identified to our satisfaction, of the following
documents: the Registration Statement (including all amendments thereto) and the
Certificate of Limited Partnership of the Partnership. In addition, we have
examined such statutes and regulations and such other certificates, agreements
and documents as we deemed relevant and necessary as a basis for the opinions
hereinafter expressed.

               In our examination of the aforesaid documents, we have assumed,
without independent investigation, the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
the original documents of all documents submitted to us as certified,
photostatic, reproduced or conformed copies of valid existing agreements or
other documents, the authenticity of all such latter documents and the legal
capacity of all individuals who 









National Propane Partners, L.P.                             2

have executed any of the documents. As to certain matters of fact, we have
relied on representations, statements or certificates of officers of the
managing general partner of the Partnership.

               Based upon the foregoing, and subject to the assumptions set
forth herein, we are of the opinion that the Common Units have been validly
issued, fully paid (to the extent required by the Agreement of Limited
Partnership of the Partnership) and non-assessable, except as such
non-assessability may be affected by the matters set forth in the Registration
Statement under the caption "The Partnership Agreement - Limited Liability."

               Our opinions expressed above are limited to the Delaware Revised
Uniform Limited Partnership Act, as amended. Our opinions are rendered only with
respect to the laws, and the rules, regulations and orders thereunder, which
are currently in effect.

               We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our name under the caption "Legal
Matters" in the prospectus included in the Registration Statement. In giving
this consent, we do not thereby agree that we come within the category of
persons whose consent is required by the Act or the Rules.

                                Very truly yours,

                                /s/ Paul, Weiss, Rifkind, Wharton & Garrison

                                    PAUL, WEISS, RIFKIND, WHARTON & GARRISON