EXHIBIT 5.2



                                                           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 Group U.S. 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)   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,

      subject in each case to bankruptcy, insolvency, fraudulent transfer,
      reorganization, moratorium and similar laws of general applicability
      relating to or affecting creditors' rights and to general equity
      principles; and

(2)   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, subject in each
      case to bankruptcy, insolvency, fraudulent transfer, reorganization,
      moratorium and similar laws of general applicability relating to or
      affecting creditors' rights and to general equity principles.

The foregoing opinion is limited to the laws of the State of New York, 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
Republic of France upon the opinion dated April 11, 2003 of Alain-Marc Irissou,
General 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/ Jonathan E. Marsh
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Jonathan E. Marsh
Group U.S. Counsel