Exhibit 5.1
[Letterhead of Andrews & Kurth L.L.P.]
December 15, 2000
Board of Directors
El Paso Energy Corporation
El Paso Energy Building
1001 Louisiana Street
Houston, Texas 77002
Gentlemen:
We have acted as special counsel to El Paso Energy
Corporation, a Delaware corporation (the "Company"), in
connection with (i) the preparation and filing with the
Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Act"), of the
Registration Statement and Post-Effective Amendment No. 2 on Form
S-3 filed by the Company with the Commission on August 27, 1999,
file number 333-86049 (the "Registration Statement"), for the
purpose of registering under the Act, among other securities,
senior debt securities of the Company; (ii) the preparation of a
prospectus supplement, dated December 13, 2000 (the "Prospectus
Supplement"), in connection with the issuance of up to
$900,000,000 aggregate principal amount of Medium Term Notes Due
Nine Months of More From Date Issued of the Company and (iii) the
preparation of a pricing supplement, dated December 14, 2000 (the
"Pricing Supplement"), in connection with the issuance of
$300,000,000 aggregate principal amount of 6.95% Medium
Term Senior Notes of the Company (the "Notes").
In connection with this opinion, we have examined originals
or copies, certified or otherwise identified to our satisfaction,
of (i) the Registration Statement, as amended to the date hereof,
including the form of prospectus included therein and the
documents incorporated by reference therein, the Prospectus
Supplement and the Pricing Supplement, (ii) the Company's
Certificate of Incorporation and By-laws, each as amended to
date, and (iii) the Indenture relating to the Company's senior
debt securities, dated as of May 10, 1999, and the First, Second,
Third and Fourth Supplemental Indentures thereto (collectively,
the "Indenture"), between the Company and The Chase Manhattan
Bank, as trustee. We have also examined originals or copies,
certified, or otherwise identified to our satisfaction, of such
other documents, certificates, and records as we have deemed
necessary or appropriate, and we have made such investigations of
law, as we have deemed appropriate as a basis for the opinions
expressed below.
In rendering the opinions expressed below, we have assumed
and have not verified (i) the genuineness of the signatures on
all documents that we have examined, (ii) the conformity to the
originals of all documents supplied to us as certified or
photostatic or faxed copies, (iii) the authenticity of the
originals of such documents and (iv) as to the forms of all
documents in respect of which forms were filed with the
Commission or incorporated by reference as exhibits to the
Registration Statement, the conformity in all material respects
of such documents to the forms thereof that we have examined. In
conducting our examination of documents executed by parties other
than the Company, we have assumed that such parties had the
power, corporate or other, to enter into and perform all
obligations thereunder and have also assumed the due
authorization by all requisite action, corporate or other, and
execution and delivery by such parties of such documents and that
such documents constitute valid and binding obligations of such
parties. We have assumed that the Notes and the Indenture, when
executed, will be executed in substantially the forms reviewed by
us. In addition, we have assumed the receipt by each person to
whom a Note is to be issued (collectively, the "Note Holders") of
a certificate for such Note or of a global certificate by the
Depository Trust Company, acting as agent, and the payment for
the Note so acquired, in accordance with the Registration
Statement, and that the Notes are issued and sold to the Note
Holders in accordance with the Registration Statement. As to any
facts material to the opinions expressed herein which were not
independently established or verified, we have relied upon oral
or written statements and representations of officers, trustees,
and other representatives of the Company and others. We have
further assumed that the Registration Statement, and any
amendments thereto (including post-effective amendments), have
become effective.
Based upon and subject to the foregoing and to other
qualifications and limitations set forth herein, we are of the
opinion that when (i) the Indenture has been duly qualified under
the Trust Indenture Act of 1939, as amended, and has been duly
executed and delivered, and (ii) the Notes have been duly
executed, authenticated, issued and delivered in accordance with
the Indenture and delivered and paid for as contemplated by the
Registration Statement:
(A) the Indenture will be a valid and legally binding
instrument of the Company, and
(B) the Notes will be legally issued and will constitute
valid and legally binding
obligations of the Company.
The opinion expressed above with respect to the legally
binding effect of the Indenture and the Notes is subject to
applicable bankruptcy, insolvency (including, without limitation,
all laws relating to fraudulent transfer), reorganization,
moratorium and other similar laws affecting creditors' rights
generally and to general principles of equity (regardless of
whether enforcement is sought in a proceeding in equity or at
law).
We express no opinion other than as to the federal laws of
the United States of America to the extent specifically referred
to herein, the laws of the State of New York and the Delaware
General Corporation Law. We hereby consent to the reference to
us under the caption "Legal Matters" in the Prospectus dated
December 3, 1999 and in the Prospectus Supplement dated December
13, 2000 which form a part of the Registration Statement. In
giving this consent, we do not thereby admit that we are within
the category of persons whose consent is required under Section 7
of the Securities Act of 1933, as amended, or under the rules and
regulations of the Commission relating thereto.
Very truly yours,
/s/ Andrews & Kurth L.L.P.
