EXHIBIT 5.1




                                                           Paris, April 11, 2003
Total Fina Elf S.A.
2 place de la Coupole
92078 Paris La Defense Cedex
France

TotalFinaElf Capital S.A.
2 place de la Coupole
92078 Paris La Defense Cedex
France

Dear Ladies and Gentlemen:

In connection with the registration under the Securities Act of 1933, as amended
(the "Act"), of US$4,000,000,000 aggregate amount of debt securities (the "Debt
Securities") of Total Fina Elf S.A., a societe anonyme organized under the laws
of France ("TFE"), and guaranteed debt securities (the "Guaranteed Securities")
of TotalFinaElf Capital S.A., a societe anonyme organized under the laws of the
Republic of France ("TFE Capital"), and the related guarantee of the Guaranteed
Securities (the "Guarantee") by TFE, I, as General Counsel of TFE, have examined
such corporate records, certificates and other documents and such questions of
law as I have considered necessary or appropriate for the purposes of this
opinion.

Upon the basis of such examination, I advise you that, in my opinion:

(1)   each of TFE and TFE Capital is a societe anonyme duly incorporated and
      validly existing under the laws of the Republic of France;

(2)   when (i) the Registration Statement has become effective under the Act,
      (ii) the Indenture relating to the Guaranteed Securities has been duly
      authorized, executed and delivered, (iii) the terms of the Guaranteed
      Securities and of their issuance and sale have been duly established in
      conformity with such Indenture so as not to violate any applicable law or
      result in a default under or breach of any agreement or instrument then
      binding upon TFE Capital or TFE and so as to comply with any requirement
      or restriction imposed by any court or governmental body having
      jurisdiction over TFE Capital or TFE, (iv) the terms of the Guarantee have
      been duly established in conformity with such Indenture, (v) the
      Guaranteed Securities have been duly executed, authenticated and delivered
      in accordance with such Indenture, (vi) the text of the Guarantee has been
      endorsed on the Guaranteed

      Securities as contemplated in such Indenture and (vii) the Guaranteed
      Securities have been issued and sold as contemplated in the Registration
      Statement:

      (a)   the Guaranteed Securities will constitute valid and legally binding
            obligations of TFE Capital, and

      (b)   the Guarantee will constitute a valid and legally binding obligation
            of TFE; and

(3)   when (i) the Registration Statement has become effective under the Act,
      (ii) the Indenture relating to the Debt Securities has been duly
      authorized, executed and delivered, (iii) the terms of the Debt Securities
      and of their issuance and sale have been duly established in conformity
      with such Indenture so as not to violate any applicable law or result in a
      default under or breach of any agreement or instrument then binding upon
      TFE and so as to comply with any requirement or restriction imposed by any
      court or governmental body having jurisdiction over TFE, (iv) the Debt
      Securities have been duly executed and authenticated in accordance with
      such Indenture, and (v) the Debt Securities have been issued and sold as
      contemplated in the Registration Statement, the Debt Securities will
      constitute valid and legally binding obligations of TFE.

The foregoing opinion is limited to the laws of the Republic of France in force
on this date and I am expressing no opinion as to the effect of the laws of any
other jurisdiction. I understand you are relying as to all matters governed by
the laws of the State of New York upon the opinion dated April 11, 2003 of
Jonathan E. Marsh, Group U.S. Counsel to TFE, which opinion is being delivered
to you by such counsel.

I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement relating to the Guaranteed Securities, the Guarantees and the Debt
Securities and to the references to me under the caption "Validity of
Securities" in the Prospectus included therein. In giving such consent I do not
thereby admit that I am within the category of persons whose consent is required
under Section 7 of the Act.

Very truly yours,


/s/ ALAIN-MARC IRISSOU
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Alain-Marc Irissou
General Counsel