Exhibit 5.2

September 30, 2010

DCP Midstream Partners, LP

DCP Midstream Operating, LP

370 17th Street, Suite 2775

Denver, Colorado 80202

Ladies and Gentlemen:

We have acted as counsel to DCP Midstream Partners, LP, a Delaware limited partnership (the “Guarantor”), and DCP Midstream Operating, LP, a Delaware limited partnership and a wholly-owned subsidiary of the Guarantor (the “Issuer”), in connection with the proposed offering and sale by the Issuer of $250,000,000 aggregate principal amount of the Issuer’s 3.25% Senior Notes due 2015 (the “Notes”). The Notes are being issued under an Indenture dated as of September 30, 2010 (the “Base Indenture”) between the Issuer and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as amended and supplemented by the First Supplemental Indenture thereto dated as of September 30, 2010 (the “Supplemental Indenture”), among the Issuer, the Guarantor and the Trustee. The Base Indenture, as amended and supplemented by the Supplemental Indenture, is referenced herein as the “Indenture.” The payment of the principal of and interest on the Notes is being guaranteed by the Guarantor pursuant to the guarantee included in the Indenture (the “Guarantee” and, together with the Notes, the “Securities”), and the Securities are being sold by the Issuer and the Guarantor, as applicable, to the several underwriters pursuant to an Underwriting Agreement dated as of September 23, 2010 (the “Underwriting Agreement”) among the Issuer, the Guarantor, and Wells Fargo Securities, LLC and Morgan Stanley& Co. Incorporated, as representatives of the several underwriters named therein. The Issuer and the Guarantor are collectively referred to herein as the “Obligors.”

We have also participated in the preparation of a prospectus supplement dated September 23, 2010 (the “Prospectus Supplement”), and the prospectus dated May 26, 2010 (the “Prospectus”), each forming part of the Registration Statement on Form S-3 (File Nos. 333-167108 and 333-167108-01), as amended (the “Registration Statement”), to which this opinion is incorporated by reference as an exhibit. The Prospectus Supplement has been filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. §229.601(b)(5), in connection with the Registration Statement.

Holland & Hart LLP Attorneys at Law

Phone (303) 295-8000    Fax (303) 295-8261    www.hollandhart.com

555 17th Street Suite 3200  Denver, Colorado 80202-3979    Mailing Address P.O. Box 8749  Denver, Colorado 80201-8749

Aspen Billings Boise Boulder Carson City Cheyenne Colorado Springs Denver Denver Tech Center Jackson Hole Las Vegas Reno Salt Lake City Santa Fe Washington, D.C.

				DCP Midstream Partners, LP DCP Midstream Operating, LP September 30, 2010 Page 2

As the basis for the opinion hereinafter expressed, we have examined such statutes, including the Delaware Revised Uniform Limited Partnership Act (the “Delaware Act”), partnership records and documents, certificates of company and public officials, and other instruments and documents as we deemed relevant or necessary for the purposes of the opinion set forth below, including:

				DCP Midstream Partners, LP DCP Midstream Operating, LP September 30, 2010 Page 3

In making our examination, we have assumed that all signatures on documents examined by us are genuine, the authenticity of all documents submitted to us as originals, the conformity with the original documents of all documents submitted to us as certified, conformed or photostatic copies, the legal capacity of all natural persons, and the accuracy and completeness of all other information provided to us by the Issuer and the Guarantor, as applicable, during the course of our investigations, on which we have relied in issuing the opinions expressed below. We have relied upon a certificate and other assurances of officers of the general partner of the Guarantor and others as to factual matters without having independently verified such factual matters. In connection with the opinions hereinafter expressed, we have assumed that the Securities will be issued and sold in the manner stated in the Prospectus Supplement, the Prospectus and the Underwriting Agreement.

				DCP Midstream Partners, LP DCP Midstream Operating, LP September 30, 2010 Page 4

Based upon the foregoing and subject to the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that (i) the execution, delivery and performance by the Issuer of the Base Indenture have been duly authorized by all necessary limited partnership action of the Issuer, (ii) the Base Indenture has been duly executed and delivered by the Issuer, (iii) the execution, delivery and performance by each of the Obligors of the Supplemental Indenture have been duly authorized by all limited partnership action of each of the Obligors, (iv) the Supplemental Indenture has been duly executed and delivered by each of the Obligors in accordance with the terms of the Base Indenture, (v) the execution, issuance, delivery and performance by the Issuer of the Notes have been duly authorized by all necessary limited partnership action of the Issuer, (vi) the Global Note (in the form examined by us) representing the Notes has been duly executed by the Issuer in accordance with the terms of the Indenture and has been delivered in accordance with the terms of the Underwriting Agreement, (vii) the execution, issuance, delivery and performance by the Guarantor of the Guarantee to be endorsed on the Notes as provided in the Indenture have been duly authorized by all necessary limited partnership action of the Guarantor, and (viii) the Guarantee to be endorsed on the global note as provided in the Indenture has been duly executed by the Guarantor in accordance with the terms of the Indenture and has been delivered in accordance with the terms of the Indenture.

The opinions expressed herein are limited in all respects to the Delaware Act, the Delaware Limited Liability Company Act, and the Delaware Revised Uniform Partnership Act (which with respect to each of such Acts includes the statutory provisions contained therein, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting these laws), and we express no opinion as to the laws of any other jurisdiction. The opinions expressed in this opinion are rendered only with respect to laws, rules and regulations that have been published and are generally available and that are customarily applicable to the transactions contemplated by the Underwriting Agreement.

We hereby consent to the reference to our firm under the caption “Legal Matters” in the Prospectus Supplement, to the filing of this opinion letter as an exhibit to the Partnership’s Current Report on Form 8-K dated on or about the date hereof, and to the incorporation by reference of this opinion letter into the Registration Statement. In giving this consent, we do not admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Holland & Hart LLP