Exhibit 5.1

		811 Main Street, Suite 3700 Houston, TX 77002 Tel: +1.713.546.5400 Fax: +1.713.546.5401 www.lw.com
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		Chicago		Paris
June 8, 2018		Dubai		Riyadh
		Düsseldorf		Rome
		Frankfurt		San Diego
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		Houston		Shanghai
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Energy Transfer Partners, L.P.		Milan		Washington, D.C.
8111 Westchester Drive, Suite 600
Dallas, Texas 75225

Re:     Registration Statement No. 333-221411

Ladies and Gentlemen:

We have acted as special counsel to Energy Transfer Partners, L.P., a Delaware limited partnership (the “Partnership”), and Sunoco Logistics Partners Operations L.P., a Delaware limited partnership (the “Operating Partnership”), in connection with the issuance by the Partnership of $500,000,000 aggregate principal amount of its 4.200% Senior Notes due 2023 (the “2023 Notes”), $1,000,000,000 aggregate principal amount of its 4.950% Senior Notes due 2028 (the “2028 Notes”), $500,000,000 aggregate principal amount of its 5.800% Senior Notes due 2038 (the “2038 Notes”) and $1,000,000,000 aggregate principal amount of its 6.000% Senior Notes due 2048 (the “2048 Notes” and, together with the 2023 Notes, the 2028 Notes and the 2038 Notes, the “Notes”) and the guarantee of the Notes (the “Guarantees” and, together with the Notes, the “Securities”) by the Operating Partnership, under the Base Indenture dated as of June 8, 2018 (the “Base Indenture”), by and among the Partnership, the Operating Partnership and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of June 8, 2018, setting forth the terms of the Notes (the “First Supplemental Indenture” and, the Base Indenture as so supplemented, the “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 November 8, 2017 (Registration No. 333-221411), and as amended by Post-Effective Amendment No. 1 on Form S-3, filed with the Commission on June 5, 2018 (as so amended, 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.

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 general partner of the Partnership and the general partner of the Operating Partnership and others as to factual matters

June 8, 2018

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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 Indenture and delivered against payment therefor in the circumstances contemplated by the underwriting agreement, dated June 5, 2018, among the Partnership, the Operating Partnership and Mizuho Securities USA LLC, MUFG Securities Americas Inc., SMBC Nikko Securities America, Inc. and TD Securities (USA) LLC, as representatives of the several underwriters named therein, the Securities will have been duly authorized by all necessary limited partnership action of the Partnership and the Operating Partnership, as applicable, and will be legally valid and binding obligations of the Partnership and the Operating Partnership, as applicable, enforceable against the Partnership and the Operating Partnership, as applicable, in accordance with their terms.

Our opinion is subject to:

June 8, 2018

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With your consent, we have assumed (a) that the Indenture and the Securities (collectively, the “Documents”) have been duly authorized, executed and delivered by the parties thereto other than the Partnership and the Operating Partnership, (b) that the Documents constitute legally valid and binding obligations of the parties thereto other than the Partnership and the Operating 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 June 8, 2018 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