EXHIBIT 8.1


                         [Andrews Kurth LLP Letterhead]


                                October 3, 2003


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

Ladies and Gentlemen:

         We have acted as special counsel to El Paso Production Holding Company,
a Delaware corporation (the "Corporation"), in connection with the preparation
and filing of the Registration Statement on Form S-4 (the "Registration
Statement") with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Act"), relating to the registration
under the Act of $1,200,000,000 aggregate principal amount of 7 3/4% Notes due
2013 (the "New Notes") to be offered by the Corporation in exchange (the
"Exchange Offer") for a like principal amount of its issued and outstanding 7
3/4% Notes due 2013.

         In arriving at the opinion expressed below, we have examined the
Registration Statement, including the form of prospectus included therein and
the documents incorporated by reference therein, and we have made such
investigations of law as we have deemed appropriate as a basis for the opinion
expressed below.

         Subject to the qualifications and assumptions stated in the
Registration Statement and the limitations and qualifications set forth herein,
the description of the United States federal income tax consequences appearing
under the heading "Material United States Federal Income Tax Considerations" in
the prospectus contained in the Registration Statement constitutes our opinion
of the material United Stated federal income tax consequences to the holders
described therein of the Exchange Offer and the ownership and disposition of the
New Notes.

         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. Furthermore, our opinion is not
binding on the Internal Revenue Service or a court. In addition, we must note
that our opinion represents merely our best legal judgment on the matters
presented and that others may disagree with our conclusion. 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.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm in the prospectus
forming a part of the Registration Statement under the caption "Legal Matters."
In giving this consent, however, we do not hereby admit that we are within the
category of persons whose consent is required under section 7 of the Act or the
rules and regulations of the Commission issued thereunder.


                                          Very truly yours,

                                          /s/ Andrews Kurth LLP