EXHIBIT 8.1

                      [LOCKE LIDDELL & SAPP LLP LETTERHEAD]



                                 July 17, 2002

El Paso Corporation
1001 Louisiana Street
Houston, Texas 77002

Gentlemen:

         We have acted as special tax counsel to El Paso Corporation, a Delaware
corporation (the "Issuer"), in connection with the Registration Statement on
Form S-4 (the "Registration Statement") filed by the Issuer with the Securities
and Exchange Commission related to the proposed public offering of up to
$500,000,000 of the Company's 7 7/8% Notes due June 15, 2012 (the "Exchange
Notes"). The Exchange Notes 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 terms of the Exchange Notes, which are
set forth in the prospectus included in the Registration Statement
(the "Prospectus"), are incorporated herein by reference.

         Based upon the terms of the Exchange Notes, as set forth in the
Prospectus, we hereby confirm that the discussion set forth in the Prospectus
under the caption "United States Federal Income Tax Consequences," except as
stated otherwise therein, constitutes our opinion as to the material United
States federal income tax considerations of acquiring, owning and disposing of
the Exchange Notes. Our opinion is expressly limited to the tax matters
specifically discussed under the caption "United States Federal Income Tax
Consequences" in the Prospectus, and we have not been asked to address, nor have
we addressed, any other tax considerations relating to the Exchange Notes.

         Pursuant to the provisions of Rule 436 promulgated by the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the
"Securities Act"), we hereby consent to the filing of this letter as an exhibit
to the Registration Statement containing the Prospectus and to the reference to
us under the caption "Legal Matters" therein. In giving this consent, we do not
thereby admit that we are an "expert" whose consent is required under the
Securities Act and the rules promulgated thereunder.


                                           Very truly yours,

                                           /s/ LOCKE LIDDELL & SAPP LLP

                                           LOCKE LIDDELL & SAPP LLP