[letterhead of Andrews & Kurth L.L.P.]
Exhibit 8.1
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 under the Securities Act
of 1933, as amended, 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 in connection with the issuance of
$300,000,000 aggregate principal amount of 6.95% Medium
Term Senior Notes of the Company.
We have reviewed the information contained in the
Prospectus Supplement under the caption "Certain United
States Federal Income Tax Consequences." It is our opinion
that such information is accurate and complete in all
material respects to the extent that it constitutes matters
of law or legal conclusions.
Our opinion is based upon our interpretations of
current law, including court authority and existing Final
and Temporary Regulations, which are subject to change both
prospectively and retroactively, and upon the facts and
assumptions discussed herein and in the Registration
Statement. This opinion letter is limited to the matters
set forth herein, and no opinions are intended to be
implied or may be inferred beyond those expressly stated
herein. Our opinion is rendered as of the date hereof and
we assume no obligation to update or supplement this
opinion or any matter related to this opinion to reflect
any change of fact, circumstances, or law after the date
hereof. In addition, our opinion is based on the
assumption that the matter will be properly presented to
the applicable court. We must note that our opinion
represents merely our best legal judgment on the matters
presented and that others may disagree with our conclusion.
Our opinion is not binding on the Internal Revenue Services
or a court and there can be no assurance that the Internal
Revenue Service will not take a contrary position or that a
court would agree with our opinion if litigated. In the
event any one of the statements, representations or
assumptions we have relied upon to issue this opinion is
incorrect, our opinion might be adversely affected and may
not be relied upon.
We hereby consent to the references to our firm
under the caption "Legal Matters" in the Prospectus and the
Prospectus Supplement and the use of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
/s/ Andrews & Kurth L.L.P.
