EXHIBIT 5.1
                       [Pillsbury Winthrop LLP letterhead]

November 14, 2003

ChevronTexaco Corporation
6001 Bollinger Canyon Road
San Ramon, CA 94583

     Re:   Registration Statement on Form S-3

Ladies and Gentlemen:

     We are acting as counsel for ChevronTexaco Corporation ("ChevronTexaco"),
which, together with Chevron Capital U.S.A. Inc. ("CCUSA"), ChevronTexaco
Capital Company ("CTCC") and ChevronTexaco Funding Corporation ("CTFC"), each a
wholly owned subsidiary of ChevronTexaco, is filing this date with the
Securities and Exchange Commission a Registration Statement on Form S-3 (the
"Registration Statement") relating to the registration under the Securities Act
of 1933 (the "Act") of debt securities (the "Debt Securities") having an
aggregate principal amount of up to U.S. $3,000,000,000 (or the equivalent
thereof in one or more foreign currencies or composite currencies). Each series
of Debt Securities will be issued under one of the following Indentures: (a) the
Indenture dated as of June 15, 1995, as supplemented by the First Supplemental
Indenture dated October 13, 1999, each being between ChevronTexaco and JPMorgan
Chase Bank (formerly The Chase Manhattan Bank, formerly Chemical Bank), as
trustee (the "ChevronTexaco Indenture"); (b) the Indenture dated as of May 15,
1987, as supplemented by the First Supplemental Indenture dated as of August 1,
1994, each being among ChevronTexaco, as guarantor, CCUSA, as issuer, and
JPMorgan Chase Bank, as trustee (the "CCUSA Indenture"); (c) the Indenture dated
as of July 15, 2002, as supplemented by the First Supplemental Indenture dated
as of September 10, 2002 and the Second Supplemental Indenture dated as of
February 12, 2003, each being among ChevronTexaco, as guarantor, CTCC, as
issuer, and JPMorgan Chase Bank, as trustee (the "CTCC Indenture") or (d) the
Indenture dated as of August 15, 2003 among ChevronTexaco, as guarantor, CTFC,
as issuer, and JPMorgan Chase Bank, as trustee (the "CTFC Indenture"). The
ChevronTexaco Indenture, CCUSA Indenture, CTCC Indenture and CTFC Indenture are
collectively referred to herein as the "Indentures." Any debt securities issued
under the CCUSA Indenture, the CTCC Indenture or the CTFC Indenture will be
unconditionally guaranteed by ChevronTexaco (each such guaranty, a "Guaranty"
and collectively, the "Guaranties")).



Page 2

     We have reviewed and are familiar with such corporate proceedings and other
matters as we have deemed necessary for this opinion. In rendering this opinion,
we have assumed that each Indenture has been duly authorized, executed and
delivered by the applicable Trustee, the Debt Securities will be properly
authenticated by the manual signature of an authorized representative of the
applicable Trustee, and the signatures on all documents examined by us are
genuine, which assumptions we have not independently verified.

     Based upon the foregoing, we are of the opinion that

     1.   With respect to the Debt Securities, when (a) the board of directors
of the applicable issuer (or, with respect to Debt Securities of ChevronTexaco,
the Executive Committee of ChevronTexaco, as applicable) has taken all necessary
corporate action to approve the issuance and establish the terms of such Debt
Securities, the terms of the offering and related matters, (b) the Debt
Securities have been duly executed and authenticated in accordance with the
terms of the applicable Indenture and (c) the Debt Securities have been issued
and sold in the manner contemplated by the Registration Statement and in
accordance with the Indenture, such Debt Securities will be valid and legally
binding obligations of ChevronTexaco, CCUSA, CTCC or CTFC, as applicable,
enforceable against such issuer in accordance with their terms, and entitled to
the benefits of the applicable Indenture.

     2.   With respect to the Guaranties, when (a) the board of directors or the
Executive Committee, as applicable, of ChevronTexaco has taken all necessary
corporate action to approve the issuance and establish the terms of such
Guaranty, the terms of the offering of such Guaranty, and related matters, (b)
the Debt Security to which such Guaranty relates has been duly executed and
authenticated in accordance with the terms of the appropriate Indenture, and (c)
such Guaranty has been issued and sold in the manner contemplated by the
Registration Statement and in accordance with the applicable Indenture, such
Guaranty will be a valid and legally binding obligation of ChevronTexaco,
enforceable against ChevronTexaco in accordance with its terms.

     The opinions set forth above are subject to the following qualifications:

     (a)  Our opinions in paragraphs 1 and 2 are subject to and limited by
(i) the effect of applicable bankruptcy, insolvency, fraudulent conveyance
transfer, reorganization, receivership, conservatorship, arrangement, moratorium
or other laws affecting or relating to the rights of creditors generally; (ii)
the rules governing the availability of specific performance, injunctive relief
or other equitable remedies and general principles of equity, regardless of
whether considered in a proceeding in equity or at law; (iii) requirements of
reasonableness, good faith and fair dealing and the effect of court decisions
invoking statutes or principles of equity, which have held that certain
covenants and provisions of agreements are unenforceable where the breach of
such covenants or provisions imposes restrictions or burdens upon a borrower,
and it cannot be demonstrated that the enforcement of such restrictions or
burdens is necessary for the protection of the creditor, or which have held that
the creditor's enforcement of such covenants



Page 3

or provisions under the circumstances would have violated the creditor's
covenants of good faith and fair dealing implied under California law, and (iv)
the effect of California statutes and rules of law which cannot be waived
prospectively by a borrower. With respect to the Guaranties, we note that
certain California statutes and cases provide that a surety may be exonerated if
the creditor alters the original obligation of the principal without the
surety's consent, elects remedies for default that may impair the surety's
subrogation rights against the principal, or otherwise takes action which
materially prejudices the surety, without notification of the surety and
opportunity on the part of the surety to cure, unless such rights of the surety
are validly waived. California courts have generally upheld the waivers of such
rights as are contained in the Guaranties under California law; however, we
express no opinion with respect to the effect under California law (other than
California choice of law rules) of any modification of the obligations of any
issuer of Debt Securities which materially increases such obligations, or any
election of remedies by the Trustee or the holders of any Debt Securities
following the occurrence of a default, or any other action by the trustee under
the applicable Indenture or the holders of Debt Securities which materially
prejudices ChevronTexaco, as guarantor, if such action occurs without notice and
opportunity to cure being granted to ChevronTexaco, as guarantor. However, in
our opinion (x) acceleration of the maturity of the Debt Securities would be
available if an Event of Default occurs as a result of non-payment by
ChevronTexaco of principal of or interest or any premium on such Debt Securities
or as a result of a material breach by ChevronTexaco of a covenant contained in
the applicable Indenture, (y) failure to enforce any such covenant will not
render any Indenture or the applicable Guaranty invalid as a whole and (z) there
exists in each Indenture or pursuant to applicable law legally adequate remedies
for a realization of the principal benefits intended to be provided by such
Indenture or the applicable Guaranty. Notwithstanding the foregoing, as set
forth in our opinion in paragraph 2 above, the waivers and consents in each
Guaranty are enforceable under New York law. While there is no decision of the
California Supreme Court directly on point, it is our opinion that the
provisions of Section 13.06 of the ChevronTexaco Indenture and Section 14.06 of
each of the CCUSA Indenture, the CTCC Indenture and the CTFC Indenture selecting
New York law as the governing law would be honored by a California court
applying California choice of law principles.

     (b)  We have assumed the execution and delivery of, and the performance of
ChevronTexaco's obligations under, each Guaranty, do not and will not (i)
require any authorization or approval by a state governmental body, commission
or agency under the laws of any state, except that we make no assumption as to
federal law, the laws of the States of New York and California and the Delaware
General Corporation Law, or (ii) violate or conflict with, result in a breach
of, or constitute a default under (A) any authorizations or approvals by a state
governmental body, commission or agency that may be applicable to ChevronTexaco
or its properties under the laws of any state other than the laws of the State
of California and the Delaware General Corporation Law; (B) any order, decision,
judgment or decree that may be applicable to ChevronTexaco, CCUSA, CTCC or CTFC
or any of their respective properties or



Page 4

(C) any law (except that we make no assumption as to federal law, the laws of
the States of New York and California and the Delaware General Corporation Law).
Subject to the same qualifications as are contained in paragraph (a) of this
opinion, we have also assumed that the Guaranty constitutes the valid, legally
binding and enforceable agreement of ChevronTexaco under all applicable law
(except that we make no assumption as to federal law, the laws of the States of
New York and California and the Delaware General Corporation Law).

     (c)  Our opinions in paragraph 2 above with respect to the Guaranties are
limited to the laws which, in our experience, are applicable to guaranties.

     (d)  In connection with the opinions expressed above, we have assumed that,
at or prior to the time of the delivery of any such Debt Security and any
applicable Guaranty, the Registration Statement, and any amendments thereto
(including post-effective amendments) will have been declared effective, a
prospectus supplement will have been prepared and filed with the Securities and
Exchange Commission (the "Commission") describing the Debt Securities and
Guaranty offered thereby, the authorization of such Debt Security and of such
Guaranty will not have been modified or rescinded by the board of directors of
such issuer or ChevronTexaco or the Executive Committee of ChevronTexaco, as
applicable, and there will not have occurred any change in law affecting the
validity or enforceability of such Debt Security or Guaranty.

     This opinion is limited to matters governed by the General Corporation Law
of the State of Delaware, the laws of the States of New York and California and
the laws of Nova Scotia. With respect to questions of Nova Scotia law, we have
relied solely on the opinion of Stewart McKelvey Stirling Scales filed as
Exhibit 5.2 to the Registration Statement.

     We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Registration Statement and in the Prospectus included therein.
In giving this consent, we do not thereby 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 promulgated thereunder.

                                        Very truly yours,

                                        /s/ Pillsbury Winthrop LLP



05767