EXHIBIT 8.A

                      [LOCKE LIDDELL & SAPP LLPLETTERHEAD]



                                  June 26, 2002

El Paso Corporation
1001 Louisiana Street
Houston, Texas 77002

Ladies and Gentlemen:

         We have acted as tax counsel to El Paso Corporation, a Delaware
corporation (the "Issuer"), in connection with the preparation of the Prospectus
Supplement, dated June 20, 2002 (the "Prospectus Supplement"), to the Prospectus
dated February 27, 2002 (the "Prospectus"), relating to the issuance and sale of
10,000,000 of the Issuer's 9.00% equity security units (the "Units"), initially
consisting of (a) purchase contracts (the "Purchase Contracts"), which obligate
the holders of the Units to purchase from the Issuer shares of the Issuer's
common stock, $3 par value per share (the "Common Stock"), and (b) senior notes
due August 16, 2007 issued by the Issuer (the "Notes"). The Units are to be
issued pursuant to a senior indenture, dated May 10, 1999, between the Issuer
and JP Morgan Chase Bank (formerly The Chase Manhattan Bank), as trustee (the
"Indenture"). The terms of the Units, which are set forth in the Prospectus
Supplement are incorporated herein by reference.

         For purposes of the opinion set forth below, we have examined:

         (i)    the Prospectus;

         (ii)   the Prospectus Supplement;

         (iii)  the Indenture; and

         (iv)   forms of the following documents relating to the Units:

                (a)   the supplemental indenture, dated as of June 26, 2002, to
                      the Indenture;

                (b)   the global note representing the Notes;

                (c)   the global normal units certificates;

                (d)   the global stripped units certificates;

                (e)   the purchase contract agreement;

                (f)   the pledge agreement; and

El Paso Corporation
June 26, 2002
Page 2

                (g)   the remarketing agreement.

         We also have examined and relied upon originals, or duplicates or
certified or conformed copies, of such records of the Issuer and such other
documents, certificates, representations and records as we have deemed necessary
or appropriate as a basis for the opinions set forth herein. We have assumed the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as drafts or as duplicates
or certified or conformed copies, and the authenticity of the originals of such
latter documents. In addition, we also have assumed that factual representations
made to us are true, correct and complete and that the transactions related to
the issuance of the Units, the Notes and the Common Stock will be consummated in
accordance with the terms of the documents and forms of documents described
herein. If any of our assumptions are untrue for any reason or if the issuance
of the Units is consummated in a manner that is inconsistent with the manner in
which it is described in the Prospectus Supplement, our opinion as expressed
below may be adversely affected and may not be relied upon.

         Based upon the foregoing, and subject to the qualifications and
limitations stated therein, we confirm that the statements made in the
Prospectus Supplement under the caption "United States Federal Income Tax
Consequences", insofar as they constitute legal conclusions with respect to
matters of United States federal income tax law, constitute our opinion as to
the material United States federal income tax consequences of the purchase,
ownership and disposition of the Units, the Notes, and the Common Stock acquired
under the Purchase Contracts.

         We express no opinion with respect to the transactions referred to
herein or in the Prospectus other than as expressly set forth herein.

         Our opinion is based upon the Internal Revenue Code of 1986, as
amended, the Treasury regulations promulgated thereunder and other relevant
authorities and law, all as in effect on the date hereof. Consequently, future
changes in the law may cause the tax treatment of the transactions referred to
herein to be materially different from that described in the Prospectus
Supplement. We disclaim any undertaking to advise you of any subsequent changes
of the matters stated, represented or assumed herein or any subsequent changes
in applicable law, regulations or interpretations thereof.

         The attorneys responsible for preparing this opinion are members of the
State Bar of Texas, and we do not express any opinion herein concerning any law
other than United States federal income tax law.

         Pursuant to the provisions of Rule 436 promulgated by the Securities
and Exchange Commission under the Securities Act of 1933, as amended, we hereby
consent to the filing of this letter as an exhibit to the registration statement
containing the Prospectus and to the


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June 26, 2002
Page 3


reference to us under the caption "United States Federal Income Tax
Consequences" in the Prospectus Supplement.

                                            Very truly yours,

                                            LOCKE LIDDELL & SAPP LLP


                                            By:   /s/ James Howard
                                               ---------------------------------
                                            Name: James Howard
                                                 -------------------------------