Exhibit 5.1
(LETTERHEAD OF CAHILL GORDON & REINDEL LLP)
March 19, 2004
Suburban Propane Partners, L.P.
Suburban Energy Finance Corp.
240 Route 10 West
Whippany, New Jersey 07981-0206
Re: Suburban Propane Partners, L.P. and Suburban Energy Finance Corp.
$175,000,000 Principal Amount of 6 7/8% Senior Notes Due 2013
Ladies and Gentlemen:
We have acted as counsel to Suburban Propane Partners, L.P., a Delaware
limited partnership, and Suburban Energy Finance Corp., a Delaware corporation
(together, the "Issuers"), in connection with the filing of a Registration
Statement on Form S-4 (such registration statement, together with each document
incorporated by reference therein, the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act"), and the proposed issuance of
$175,000,000 aggregate principal amount of 6 7/8% Senior Notes due 2013 (the
"Exchange Notes") of the Issuers to be issued under the Indenture between the
Issuers and The Bank of New York, as Trustee, dated as of December 23, 2003 (the
"Indenture"), in connection with the exchange offer set forth in the
Registration Statement (the "Exchange Offer") pursuant to which the Exchange
Notes will be issued for a like principal amount of the Issuers' outstanding 6
7/8% Senior Notes due 2013.
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of such corporate
records, documents, certificates and instruments as we deemed necessary and
appropriate to enable us to render the opinion expressed below.
In our examination, we have assumed (a) the authenticity of original
documents and the genuineness of all signatures, (b) the conformity to the
originals of all documents submitted to us as cop-
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ies, and (c) the truth, accuracy and completeness of the information,
representations and warranties contained in the records, documents, instruments
and certificates we have reviewed.
We advise you that, in our opinion, the Exchange Notes have been duly
authorized by the Issuers, and when the Registration Statement, as finally
amended, has become effective under the Act, the Indenture has been duly
qualified under the Trust Indenture Act of 1939, as amended, and the Exchange
Notes have been executed, authenticated and delivered in accordance with the
terms of the Indenture and the Exchange Offer, such Exchange Notes will be
legally issued and will constitute valid and binding obligations of the Issuers
entitled to the benefits of the Indenture and enforceable against the Issuers in
accordance with their terms, except as enforcement may be limited (i) by
bankruptcy, insolvency, fraudulent conveyance or transfer, moratorium or similar
laws relating to or affecting creditors' rights generally and by general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or law) and (ii) by the enforceability of provisions
imposing a penalty, forfeiture or late charge.
In rendering the opinion set forth above, we express no opinion as to the
laws of any jurisdiction other than the laws of the State of New York, the
Delaware Revised Uniform Limited Partnership Act, the General Corporation law of
the State of Delaware, including the applicable provisions of the Delaware
Constitution and the reported judicial decisions interpreting such laws, and the
federal laws of the United States of America.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the Registration Statement and the prospectus forming a part
thereof. Our consent to such reference does not constitute a consent under
Section 7 of the Act and in consenting to such reference we have not certified
any part of the Registration Statement and do not otherwise come within the
categories of persons whose consent is required under Section 7 or under the
rules and regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Cahill Gordon & Reindel LLP