EXHIBIT 5.1


                      [Andrews & Kurth L.L.P. Letterhead]



                                                       June 27, 2003


El Paso Production Holding Company
1001 Louisiana Street
Houston, Texas 77002


Re:  El Paso Production Holding Company
     Registration Statement On Form S-4 (Filed on June 27, 2003).


Ladies and Gentlemen:

         We have acted as special counsel to El Paso Production Holding Company,
a Delaware corporation (the "Company"), in connection with the public offering
of $1,200,000,000 aggregate principal amount of the Company's 7 3/4% Senior
Notes due 2013 (the "Exchange Notes"), which are to be guaranteed pursuant to
guarantees (the "Guarantees") by each of the subsidiaries of the Company that
are parties to the Indenture (as defined below) (collectively, the "Guarantors"
and together with the Company, the "Obligors"). The Exchange Notes are to be
issued under an Indenture dated as of May 23, 2003 (the "Indenture") among the
Obligors and Wilmington Trust Company, a Delaware banking corporation, as
trustee (the "Trustee"), pursuant to an exchange offer (the "Exchange Offer") by
the Company, in exchange for a like principal amount of the Company's issued and
outstanding 7 3/4% Senior Notes due 2013 (the "Original Notes"), as contemplated
by the Registration Rights Agreement dated as of May 20, 2003 (the
"Registration Rights Agreement") by and among the Obligors and Credit Suisse
First Boston LLC and Citigroup Global Markets Inc., acting on behalf of
themselves and as the representatives of the several initial purchasers of the
Original Notes.

         This opinion is being furnished in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended
(the "Securities Act").

         In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of:

         (i)    the registration statement on Form S-4 of the Obligors, filed
with the Securities and Exchange Commission (the "SEC") on June 27, 2003 (the
"Registration Statement");

         (ii)   the Registration Rights Agreement;

         (iii)  the Indenture;

         (iv)   the Certificates of Incorporation of each of the Obligors, as
amended to date;

         (v)    the By-Laws of each of the Obligors, as amended to date;


El Paso Production Holding Company
June 27, 2003
Page 2


         (vi)   certain resolutions adopted by the Boards of Directors of each
of the Obligors relating to the Exchange Offer, the issuance of the Original
Notes and the Exchange Notes, the Indenture, the Guarantees and related matters;

         (vi)   the Form T-1 of the Trustee filed as an exhibit to the
Registration Statement; and

         (vi)   the form of the Exchange Notes.

         We have also examined originals or copies, certified or otherwise
identified to our satisfaction, of such records of the Company and such
agreements, certificates of public officials, certificates of officers or other
representatives of the Obligors and others, and such other documents,
certificates and records as we have deemed necessary or appropriate as a basis
for the opinions set forth herein.

         In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. In making our
examination of executed documents or documents to be executed, we have assumed
that the parties thereto, other than the Obligors, had or will have the power,
corporate or other, to enter into and perform all obligations thereunder and
have also assumed the due authorization by all requisite action, corporate or
other, and execution and delivery by such parties of such documents and, except
as set forth below, the validity and binding effect on such parties. As to any
facts material to the opinions expressed herein which we have not independently
established or verified, we have relied upon statements and representations of
officers and other representatives of the Obligors and others.

         We express no opinion other than as to (i) the laws of the State of New
York that are normally applicable to transactions of the type contemplated by
the Exchange Offer, the Exchange Notes and the Guarantees and (ii) the Delaware
General Corporation Law.

         Based upon and subject to the foregoing and the limitations,
qualifications, exceptions and assumptions set forth herein, we are of the
opinion that when the Exchange Notes (in the form examined by us) have been duly
executed by the Company, authenticated by the Trustee in accordance with the
terms of the Indenture and have been delivered upon consummation of the Exchange
Offer against receipt of Original Notes surrendered in exchange therefor in
accordance with the terms of the Exchange Offer, the Registration Rights
Agreement and the Indenture, (1) the Exchange Notes will constitute valid and
legally binding obligations of the Company, and (2) each Guarantee will
constitute a valid and legally binding obligation of the Guarantor that is a
party thereto.

         Our opinions expressed above are subject to applicable bankruptcy,
insolvency (including, without limitation, all laws relating to fraudulent
transfer or conveyance), reorganization, moratorium and other similar laws
affecting creditors' rights generally and to general principles of equity
(regardless of whether enforcement is sought in a proceeding in


El Paso Production Holding Company
June 27, 2003
Page 3


equity or at law), including, without limitation, (a) the possible
unavailability of specific performance, injunctive relief or any other equitable
remedy and (b) concepts of materiality, reasonableness, good faith and fair
dealing. Furthermore, (a) we express no opinion regarding the validity or effect
of any provision relating to severability or separability or purporting to
establish any obligation of any party as absolute or unconditional regardless of
the occurrence or non-occurrence or existence or non-existence of any event or
other state of facts and (b) certain of the waivers included in the Indenture
relating to the guaranties by the Guarantors may be unenforceable in whole or in
part.

         In rendering the opinion set forth above, we have assumed that the
execution and delivery by the Company of the Indenture and the Exchange Notes,
the execution and delivery by each of the Guarantors of the Indenture, the
performance by the Company and each of the Guarantors of its obligations under
the Indenture and the Exchange Notes, do not and will not violate or constitute
a default under any agreement or instrument to which the Company or any
Guarantor or its properties is subject.

         We hereby consent to the filing of this opinion with the SEC as an
exhibit to the Registration Statement. We also consent to the reference to our
firm under the caption "Legal Matters" in the Registration Statement. In giving
this consent, we do not thereby admit that we are included in the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the SEC. This opinion is expressed as of the date
hereof, and we disclaim any undertaking to advise you of any subsequent changes
in the facts stated or assumed herein or of any subsequent changes in applicable
law.


                                              Very truly yours,


                                              /s/ Andrews & Kurth L.L.P.