EXHIBIT 5.3


                       [VINSON & ELKINS L.L.P. LETTERHEAD]


January 9, 2004

Heritage Propane Partners, L.P.
8801 South Yale Avenue, Suite 310
Tulsa, Oklahoma 74137

Gentlemen:

         We have acted as counsel for Heritage Propane Partners, L.P., a
Delaware limited partnership (the "Partnership"), with respect to certain legal
matters in connection with the proposed offering by the Partnership of 7,000,000
common units (8,050,000 common units if the over-allotment option granted to the
underwriters is exercised in full) of the Partnership representing limited
partner interests (the "Proposed Offering") pursuant to a registration statement
(the "Registration Statement") filed with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Securities
Act").

         In our capacity as your counsel in the connection referred to above, as
a basis for the opinions hereafter expressed, we have examined (i) the Amended
and Restated Agreement of Limited Partnership of the Partnership and the
Certificate of Limited Partnership of the Partnership, each as amended to
date, (ii) the Amended and Restated Agreement of Limited Partnership of U.S.
Propane, L.P., a Delaware limited partnership and the general


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partner of the Partnership (the "General Partner"), and the Certificate of
Limited Partnership of the General Partner, each as amended to date, (iii) the
Amended and Restated Limited Liability Company Agreement and the Certificate of
Formation of U.S. Propane, L.L.C., a Delaware limited liability company and the
general partner of the General Partner, each as amended to date, (iv)
partnership, corporate and limited liability company records of the Partnership,
the General Partner, U.S. Propane, L.L.C., including minute books of the General
Partner and U.S. Propane, L.L.C., furnished to us by the General Partner and
U.S. Propane, L.L.C., (v) the originals, or copies certified or otherwise
identified, of certificates of public officials and of representatives of the
Partnership, the General Partner, U.S. Propane, L.L.C., and (vi) such statutes
and other instruments and documents as we deemed necessary or advisable for
purposes of this opinion.

         In connection with this opinion, we have assumed that (i) the
Registration Statement and any amendments thereto (including post-effective
amendments) will have become effective; and (vii) each document submitted to us
for review is accurate and complete, each such document that is an original is
authentic, each such document that is a copy conforms to an authentic original
and all signatures on each such document are genuine.

         Based upon and subject to the foregoing, we are of the opinion that:


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         The issuance of the 8,050,000 common units to be issued by the
Partnership pursuant to the Proposed Offering has been duly authorized by the
Partnership, and upon the issuance and delivery thereof as contemplated by the
Prospectus Supplement contained in the Registration Statement, such common units
will be legally issued, fully paid and nonassessable.

         The opinions set forth above are limited in all respects to matters of
the contract law of the State of New York, the Delaware Revised Uniform Limited
Partnership Act, the Delaware Limited Liability Company Act, the General
Corporation Law of the State of Delaware and applicable federal law. We hereby
consent to the filing of this opinion of counsel as Exhibit 5.3 to the
Registration Statement. We also consent to the reference to our Firm under the
heading "Legal Matters" in the prospectus forming a part of the Registration
Statement. In giving this consent, we do not hereby admit that we are in the
category of persons whose consent is required under Section 7 of the Securities
Act or the rules and regulations of the Commission thereunder.

                                       Very truly yours,

                                       /s/ Vinson & Elkins L.L.P.


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