<PAGE> 1
EXHIBIT 5
June 14, 2000
Enron Corp.
1400 Smith Street
Houston, Texas 77002
Ladies and Gentlemen:
As Executive Vice President and General Counsel of Enron Corp., an
Oregon corporation (the "Company"), I am familiar with its Registration
Statement on Form S-3 being filed with the Securities and Exchange Commission
(the "Registration Statement") under the Securities Act of 1933, as amended,
relating to the sale from time to time by the selling shareholders named therein
of up to an aggregate of 616,778 outstanding shares of the Company's Common
Stock, no par value (the "Common Stock").
In connection therewith, I or attorneys on my legal staff acting under
my direction have examined, among other things, the Amended and Restated
Articles of Incorporation and the By-laws of the Company, the corporate
proceedings taken to date with respect to the authorization, issuance and sale
of the Common Stock, and such other documents as I or such attorneys have deemed
necessary for the purpose of expressing the opinion contained herein.
Based upon the foregoing, I am of the opinion that:
1. The Company is a corporation duly incorporated and validly existing
under the laws of the State of Oregon; and
2. The shares of Common Stock covered by the Registration Statement
have been duly authorized by all necessary corporate action, and such shares are
validly issued, fully paid, and non-assessable.
The opinion set forth above is limited in all respects to the Oregon
Business Corporation Act (including the applicable provisions of the Oregon
Constitution and the reported judicial decisions interpreting these laws) and
federal law of the United States.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me under "Validity of Common
Stock" in the Prospectus included in the Registration Statement. By giving such
consent I do not admit that I am an expert with respect to any part of the
Registration Statement, including this exhibit, within the meaning of the term
"expert" as used in the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission issued thereunder.
Very truly yours,
/s/ JAMES V. DERRICK, JR.
