[letterhead of Andrews & Kurth L.L.P.]
Exhibit 8.1
October 18, 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 14, 1999 (the
"Prospectus Supplement") in connection with the issuance of
up to $600,000,000 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 October 5, 2000 in connection with the issuance of
$300,000,000 aggregate principal amount of 8.050% 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.
