EXHIBIT 5.1


                           Fulbright & Jaworski L.L.P.
                            1301 McKinney, Suite 5100
                            Houston, Texas 77010-3095


February 26, 2002

Enbridge Energy Company, Inc.
1100 Louisiana, Suite 2900
Houston, Texas  77002

Ladies and Gentlemen:

      We have acted as counsel to Enbridge Energy Partners, L.P., a Delaware
limited partnership (the "Partnership") and Enbridge Energy Company, Inc., a
Delaware corporation and the general partner of the Partnership (the "General
Partner") in connection with the proposed offering by the Partnership of up to
2,530,000 Class A Common Units representing Class A limited partner interests in
the Partnership (including an over-allotment option to purchase 330,000 Class A
Common Units) (the "Class A Common Units"). We refer to the registration
statement on Form S-3 (Registration No. 333-59758) filed with the Securities and
Exchange Commission (the "Commission") by the Partnership on April 27, 2001, as
amended by Amendment No. 1 filed on August 9, 2001, Amendment No. 2 filed on
October 10, 2001, and Amendment No. 3 filed on October 23, 2001 and as
supplemented by the Prospectus Supplement dated February 26, 2002 (as so amended
and supplemented, the "Registration Statement").

      As the basis for the opinion hereinafter expressed, we have examined such
statutes, regulations, partnership and corporate records and documents,
including the Amended and Restated Partnership Agreement of the Partnership, as
amended (the "Partnership Agreement"), certificates of corporate and public
officials, and other instruments as we have deemed necessary or advisable for
the purposes of this opinion. Without limiting the foregoing, we have examined
the Underwriting Agreement, dated February 26, 2002 (the "Underwriting
Agreement"), between the Partnership, the General Partner, Enbridge Energy,
Limited Partnership and the Underwriters named therein (the "Underwriters"). In
such examination we have assumed the authenticity of all documents submitted to
us as originals and the conformity with the original documents of all documents
submitted to us as copies.

      Based upon the foregoing, and having regard for such legal considerations
as we deem relevant, we are of the opinion that the Class A Common Units have
been duly authorized by the Partnership for issuance, and the Partnership has
full partnership power and authority to issue, sell and deliver the Class A
Common Units and, when issued and delivered to and paid for by the Underwriters
in accordance with the terms of the Underwriting Agreement, will be validly
issued, fully paid and nonassessable.

      The foregoing opinion is limited to the federal laws of the United States
of America, the laws of the State of Texas and the Revised Uniform Limited
Partnership Act of the State of Delaware and the Constitution of the State of
Delaware, each as interpreted by the courts of the




State of Delaware, and we are expressing no opinion as to the effect of the laws
of any other jurisdiction.

      We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the references to us under "Legal Matters" in the
Prospectus Supplement dated February 26, 2002.



                                       Very truly yours,

                                       /s/  FULBRIGHT & JAWORSKI  L.L.P.

                                       Fulbright & Jaworski L.L.P.