Exhibit 5.A
[Letterhead of LOCKE LIDDELL & SAPP LLP]
December 13, 2000
El Paso Energy Corporation
1001 Louisiana Street
Houston, Texas 77002
Gentlemen:
We have acted as counsel for El Paso Energy Corporation, a
Delaware corporation (the "Company"), in connection with the
registration, pursuant to a Registration Statement on Form S-8
being filed with the Securities and Exchange Commission (the
"Registration Statement") under the Securities Act of 1933, as
amended, of the offering of up to 15,000,000 shares of the
Company's common stock, par value $3.00 per share (the "Common
Stock"), which may be issued under the El Paso Energy Corporation
Omnibus Plan for Management Employees (the "Plan").
In such capacity, we have examined the corporate documents
of the Company, including its Certificate of Incorporation and
its Bylaws, each as amended or restated, and resolutions adopted
by its board of directors and committees thereof. We have also
examined the Registration Statement, together with the exhibits
thereto, and such other documents which we have deemed necessary
for the purposes of the expressing the opinion contained herein.
We have relied on representations made by and certificates of the
officers of the Company and public officials with respect to
certain facts material to our opinion. We have made no
independent investigation regarding such representations and
certificates.
Based upon the foregoing, we are of the opinion that the
shares of Common Stock, when issued pursuant to the provisions of
the Plan, will be duly authorized, validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
LOCKE LIDDELL & SAPP LLP
By: /s/ Laura McBurnett
Laura McBurnett
