<PAGE> 1
EXHIBIT 8
July 19, 2000
Enron Corp.
1400 Smith Street
Houston, Texas 77002-7369
Ladies and Gentlemen:
We have acted as counsel to Enron in connection with its Medium Term
Note Program. In connection with the opinion expressed below, we have examined
the Registration Statement, the Prospectus, the documents incorporated by
reference therein and such other documents and records as we have deemed
necessary or advisable for purposes of the opinion expressed below.
Based on the foregoing and subject to the qualifications and
limitations set forth below and in the Prospectus, in our opinion, the
discussion and legal conclusions set forth in the Prospectus under the caption
"United States Federal Income Taxation" are accurate and complete in all
material respects.
Our opinion expressed above is based and conditioned upon the initial
and continuing accuracy of the facts and assumptions set forth in the
Prospectus. Our opinion is also based on existing provisions of the Internal
Revenue Code of 1986, regulations promulgated or proposed thereunder and
interpretations thereof by the Internal Revenue Service and the courts, all of
which are subject to change with prospective or retroactive effect, and such
opinion could be adversely affected or rendered obsolete by any such change.
We hereby consent to the references to this firm under the captions
"United States Federal Income Taxation" in the Prospectus and to the filing of
this opinion as an Exhibit to the Registration Statement. By giving such
consent, we do not admit that we are within the category of person whose
consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission issued thereunder
Very truly yours,
/s/ VINSON & ELKINS L.L.P.
