EXHIBIT 8.1


                             Vinson & Elkins L.L.P.
                             1001 Fannin, Suite 2300
                            Houston, Texas 77002-6760

January 7, 2004

Heritage Propane Partners, L.P.
Heritage Operating, L.P.
Heritage Service Corp.
Heritage-Bi State, L.L.C.
Heritage Energy Resources, L.L.C.
8801 South Yale Avenue, Suite 310
Tulsa, Oklahoma 74137

         RE:  HERITAGE PROPANE PARTNERS, L.P. REGISTRATION STATEMENT ON FORM S-3

Ladies and Gentlemen:

         We have acted as counsel for Heritage Propane Partners, L.P., a
Delaware limited partnership (the "Partnership"), Heritage Operating, L.P., a
Delaware limited partnership (the "Operating Partnership"), Heritage Service
Corp., a Delaware corporation ("Heritage Service"), Heritage-Bi State, L.LC., a
Delaware limited liability company ("Heritage-Bi State"), and Heritage Energy
Resources, L.L.C., an Oklahoma limited liability company ("Heritage Energy" and,
together with Heritage Service and Heritage-Bi State, the "Subsidiary
Guarantors"), with respect to certain legal matters in connection with the
filing with the Securities and Exchange Commission (the "Commission") of a
registration statement (the "Registration Statement") under the Securities Act
of 1933, as amended (the "Securities Act"), registering (i) securities to be
issued and sold by the Partnership, the Operating Partnership and the Subsidiary
Guarantors from time to time pursuant to Rule 415 under the Securities Act for
an aggregate initial offering price not to exceed $800,000,000 and (ii) the
offer and sale by certain unitholders of the Partnership of up to 6,415,762
common units representing limited partner interests in the Partnership. Such
securities include (i) common units representing limited partner interests in
the Partnership (the "Common Units"); (ii) unsecured debt securities of the
Partnership, in one or more series, consisting of notes, debentures or other
evidences of indebtedness (the "Partnership Debt Securities"); (iii) unsecured
debt securities of the Operating Partnership, in one or more series, consisting
of notes, debentures or other evidences of indebtedness (the "Operating
Partnership Debt Securities" and, together with the Partnership Debt Securities,
the "Debt Securities"); and (iv) guarantees (the "Guarantees") of such Debt
Securities by one or more of the Partnership, the Operating Partnership and the
Subsidiary Guarantors. The Common Units, the Debt Securities and the Guarantees
are collectively referred to herein as the "Securities." We have also
participated in the preparation of a Prospectus Supplement dated January __,2004
("Prospectus Supplement") and the Prospectus (the "Prospectus") forming part of
the Registration Statement on Form S-3 (Registration No. 333-107324) (the
"Registration Statement") to which this opinion is an exhibit.

         In connection therewith, we prepared the discussion set forth under the
captions "Material Tax Considerations" in the Prospectus and "Tax
Considerations" in the Prospectus Supplement (together, the "Discussion").

         All statements of legal conclusions contained in the Discussion, unless
otherwise noted, are our opinion with respect to the matters set forth therein
(i) as of the effective date of the Prospectus in respect of the discussion set
forth under the captions "Material Tax Considerations" and (ii) as of the date
of the Prospectus Supplement in respect of the discussion set forth under the
caption "Tax Considerations." In addition, we are of the opinion that the
federal income tax discussion in the Prospectus and the Prospectus Supplement
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




                             Vinson & Elkins L.L.P.
                             1001 Fannin, Suite 2300
                            Houston, Texas 77002-6760


Partnership and its general partner, included in such discussion, as to which we
express no opinion). The reference to statements made in the Prospectus
Supplement under the caption "Tax Considerations" is qualified by the
limitations in our opinion described in the Prospectus under the caption
"Material Tax Considerations."

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the Registration Statement.
This consent does not constitute an admission that we are "experts" within the
meaning of such term as used in the Securities Act of 1933, as amended.

                                       Very truly yours,

                                       /s/ VINSON & ELKINS L.L.P.


                                       VINSON & ELKINS L.L.P.