Exhibit 5.1.

                  Opinion of Phillips Nizer LLP (including consent).

                               Phillips Nizer LLP
                                666 Fifth Avenue
                               New York, NY 10103

                                                              September 18, 2002


Star Gas Partners, L.P.
2187 Atlantic Street
Stamford, CT 06902

Gentlemen:

We have acted as counsel to Star Gas Partners, L.P., a Delaware limited
partnership (the "Partnership"), in connection with the Partnership's offer and
sale of up to an aggregate of 1,600,000 common units (plus a 15% underwriters'
over-allotment option) representing limited partner interests in the Partnership
(the "Common Units") pursuant to the Partnership's Registration Statement on
Form S-3 (Registration No. 333-57994) (the "Registration Statement").

In our capacity as your counsel in the connection referred to above, we have
examined the Partnership's Certificate of Limited Partnership and Amended and
Restated Agreement of Limited Partnership (the "Partnership"), each as amended
to date, the originals, or copies certified or otherwise identified, of
certificates of public officials and of representatives of the Partnership,
statutes and other instruments and documents as a basis for the opinions
hereafter expressed.

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

                  The Common Units have been duly and validly authorized and,
                  when issued and delivered against payment therefor in
                  accordance with the terms of the underwriting agreement
                  relating thereto will be, fully paid (to the extent required
                  in the Partnership Agreement) and nonassessable (except as
                  such nonassessability may be affected by certain provisions of
                  the Delaware Revised Uniform Limited Partnership Act).

We hereby consent to the filing of this opinion of counsel as an exhibit to a
Current Report on Form 8-K dated September 18, 2002 of the Partnership, the
incorporation by reference of this opinion by the Registration Statement and the
reference to our Firm under the heading "Legal




Matters" in the prospectus supplement 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 Act or the
rules and regulations of the Commission thereunder.

                                       Very truly yours,

                                       PHILLIPS NIZER LLP



                                       By:    /s/ Brian Brodrick
                                              ----------------------------------
                                              Brian Brodrick, Partner