EXHIBIT 5.B


                      [LOCKE LIDDELL & SAPP LLP LETTERHEAD]


                                  June 26, 2002


Board of Directors
El Paso Corporation
1001 Louisiana Street
Houston, Texas 77002


Gentlemen:

         We have acted as counsel to El Paso Corporation, a Delaware corporation
(the "Company"), in connection with the offer and sale by the Company of an
aggregate of 11,500,000 Equity Security Units (the "Securities"), each initially
consisting of (1) a purchase contract (collectively, the "Purchase Contracts")
to purchase shares of the Company's common stock, par value $3.00 per share
("Common Stock") and (2) a Senior Note Due August 16, 2007 (the "Notes"),
pursuant to the Company's Registration Statement on Form S-3 (Registration No.
333-82412) declared effective by the Securities and Exchange Commission on
February 27, 2002 (the "Registration Statement"), as supplemented by the
Prospectus Supplement dated June 20, 2002 (the "Prospectus Supplement").

         The Purchase Contracts are to be issued pursuant to a Purchase Contract
Agreement (the "Purchase Contract Agreement") dated as of June 26, 2002 between
the Company and JPMorgan Chase Bank, as Purchase Contract Agent (the "Purchase
Contract Agent"). The Notes are to be issued pursuant to the Eighth Supplemental
Indenture dated as of June 26, 2002 (the "Eighth Supplemental Indenture"), which
supplements the Indenture dated as of May 10, 1999 (as so supplemented, the
"Indenture"), between the Company and JPMorgan Chase Bank (formerly known as The
Chase Manhattan Bank), as indenture trustee (the "Trustee").

         As the basis for the opinions hereinafter expressed, we have examined
such statutes, regulations, corporate records and documents, certificates of
corporate and public officials, and other instruments as we have deemed
necessary or advisable for the purposes of this opinion. In such examinations,
we have assumed the authenticity of all documents submitted to us as originals
and the conformity with the original documents of all documents submitted to us
as copies. Without limiting the foregoing, we have examined the Underwriting
Agreement, dated June 20, 2002 (the "Underwriting Agreement"), by and between
the Company and Credit Suisse First Boston Corporation and J.P. Morgan
Securities Inc. as representatives of the several underwriters named therein.




Board of Directors
El Paso Corporation
June 26, 2002
Page 2

         Based on the foregoing and subject to the qualifications and
limitations set forth below, we are of the opinion that:

         1.   with respect to the shares of Common Stock to be issued and sold
              by the Company pursuant to the settlement of the Purchase
              Contracts, when issued and delivered in accordance with the terms
              of the Purchase Contract Agreement, the shares of Common Stock
              will be duly and validly issued, fully paid and non-assessable;

         2.   with respect to the Securities, assuming (a) due execution of the
              Securities by the Purchase Contract Agent, as attorney-in-fact of
              the holders thereof, (b) due authentication of the Securities by
              the Purchase Contract Agent and (c) due authentication of the
              Notes by the Trustee, upon payment and delivery thereof in
              accordance with the Underwriting Agreement, the Securities will
              constitute valid and legally binding obligations of the Company
              enforceable against the Company in accordance with their terms and
              entitled to the benefits of the Purchase Contract Agreement,
              except to the extent that enforcement thereof may be limited by
              the effects of bankruptcy, insolvency, reorganization, moratorium,
              fraudulent conveyance and other similar laws relating to or
              affecting creditors' rights generally, general equitable
              principles (whether considered in a proceeding in equity or at
              law) or an implied covenant of good faith and fair dealing;

         3.   with respect to the Senior Notes, assuming due authentication
              thereof by the Trustee, and upon payment thereof by the
              Underwriters in accordance with the Underwriting Agreement, the
              Senior Notes will constitute valid and legally binding obligations
              of the Company enforceable against the Company in accordance with
              their terms, except to the extent that enforcement thereof may be
              limited by the effects of bankruptcy, insolvency, reorganization,
              moratorium, fraudulent conveyance and other similar laws relating
              to or affecting creditors' rights generally, general equitable
              principles (whether considered in a proceeding in equity or at
              law) or an implied covenant of good faith and fair dealing; and

         4.   with respect to the Purchase Contracts, assuming due
              authentication of the Securities by the Purchase Contract Agent,
              upon payment and delivery thereof in accordance with the Purchase
              Contract Agreement, the Purchase Contracts will constitute valid
              and legally binding obligations of the Company enforceable against
              the Company in accordance with their terms and entitled to the
              benefits of the Purchase Contract Agreement, except to the extent
              that enforcement thereof may be limited by the effects of
              bankruptcy, insolvency, reorganization, moratorium, fraudulent
              conveyance and other similar laws relating to or affecting
              creditors' rights generally, general equitable principles (whether
              considered in a proceeding in equity or at law) or an implied
              covenant of good faith and fair dealing.



Board of Directors
El Paso Corporation
June 26, 2002
Page 3

         This opinion is limited in all respects to the federal laws of the
United States, the laws of the State of New York and Texas (other than, in each
case, municipal and local ordinances and regulations), the Delaware General
Corporation Law, and the Constitution of the State of Delaware, as interpreted
by the courts of the State of Delaware and of the United States (without regard
to unreported decisional case law of the State of Delaware).

         We hereby consent to the filing of this opinion letter as an exhibit to
a Current Report on Form 8-K of the Company and the incorporation by reference
of this opinion by 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,

                                       Locke Liddell & Sapp LLP