Exhibit 5.1

						811 Main Street, Suite 3700 Houston, TX 77002 Tel: +1.713.546.5400 Fax: +1.713.546.5401 www.lw.com
						FIRM / AFFILIATE OFFICES
						Barcelona		Moscow
						Beijing		Munich
						Boston		New York
						Brussels		Orange County
						Century City		Paris
						Chicago		Riyadh
September 21, 2017						Dubai		Rome
						Düsseldorf		San Diego
						Frankfurt		San Francisco
						Hamburg		Seoul
						Hong Kong		Shanghai
						Houston		Silicon Valley
						London		Singapore
						Los Angeles		Tokyo
						Madrid		Washington, D.C.
						Milan

Energy Transfer Partners, L.P.

Sunoco Logistics Partners Operations L.P.

8111 Westchester Drive, Suite 600

Dallas, Texas 75225

Ladies and Gentlemen:

We have acted as special counsel to Sunoco Logistics Partners Operations L.P., a Delaware limited partnership (the “Operating Partnership”), and Energy Transfer Partners, L.P., a Delaware limited partnership (the “Partnership”), in connection with the issuance by the Operating Partnership of $750,000,000 aggregate principal amount of its 4.000% Senior Notes due 2027 (the “2027 Notes”) and $1,500,000,000 aggregate principal amount of its 5.400% Senior Notes due 2047 (the “2047 Notes” and, together with the 2027 Notes, the “Notes”) and the guarantees of the Notes by the Partnership (the “Guarantees” and, together with the Notes, the “Securities”), under the Indenture dated as of December 16, 2005 (the “Base Indenture”), by and among the Operating Partnership, the Partnership (f/k/a Sunoco Logistics Partners L.P.), the subsidiary guarantors named therein, and U.S. Bank National Association (as successor by merger to Wachovia Bank, National Association), as trustee, as supplemented by the Fifteenth Supplemental Indenture, dated as of September 21, 2017, setting forth the terms of the 2027 Notes (the Base Indenture, as so supplemented, the “2027 Indenture”) and the Sixteenth Supplemental Indenture, dated as of September 21, 2017, setting forth the terms of the 2047 Notes (the Base Indenture, as so supplemented, the “2047 Indenture”), and pursuant to a registration statement on Form S-3 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on August 11, 2015 (Registration No. 333-206301) (the “Registration Statement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus, other than as expressly stated herein with respect to the issuance of the Securities.

September 21, 2017

Page 2

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the general partner of the Operating Partnership and the general partner of the general partner of the Partnership and others as to factual matters without having independently verified such factual matters. We are opining herein as to the internal laws of the State of New York and the Delaware Revised Uniform Limited Partnership Act, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or, in the case of Delaware, any other laws, or as to any matters of municipal law or the laws of any local agencies within any state.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Securities have been duly executed, issued, and authenticated in accordance with the terms of the 2027 Indenture and the 2047 Indenture, as applicable, and delivered against payment therefor in the circumstances contemplated by the underwriting agreement, dated September 19, 2017, among the Operating Partnership, the Partnership and Deutsche Bank Securities Inc., PNC Capital Markets LLC, U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein, the Securities will have been duly authorized by all necessary limited partnership action of the Operating Partnership and the Partnership, as applicable, and will be legally valid and binding obligations of the Operating Partnership and the Partnership, as applicable, enforceable against the Operating Partnership and the Partnership in accordance with their terms.

Our opinion is subject to:

September 21, 2017

Page 3

With your consent, we have assumed (a) that the 2027 Indenture and the 2047 Indenture and the Securities (collectively, the “Documents”) have been duly authorized, executed and delivered by the parties thereto other than the Operating Partnership and the Partnership, (b) that the Documents constitute legally valid and binding obligations of the parties thereto other than the Operating Partnership and the Partnership, enforceable against each of them in accordance with their respective terms, and (c) that the status of the Documents as legally valid and binding obligations of the parties is not affected by any (i) breaches of, or defaults under, agreements or instruments, (ii) violations of statutes, rules, regulations or court or governmental orders, or (iii) failures to obtain required consents, approvals or authorizations from, or make required registrations, declarations or filings with, governmental authorities.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Partnership’s Form 8-K dated September 21, 2017 and to the reference to our firm contained in the Prospectus under the heading “Legal.” In giving such consent, we do not thereby 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,

/s/ LATHAM & WATKINS LLP