Exhibit 8.1


                       [VINSON & ELKINS L.L.P. LETTERHEAD]



July 2, 2002



Enbridge Energy Management, L.L.C.
1100 Louisiana, Suite 3300
Houston, Texas 77002

      Re:   Enbridge Energy Management, L.L.C. - Registration Statement on
            Form S-1

Ladies and Gentlemen:

      We have acted as counsel to Enbridge Energy Management, L.L.C. (the
"Company") and Enbridge Energy Partners, L.P. (the "Partnership") in connection
with the offer and sale of up to 11,500,000 shares representing limited
liability company interests in the Company pursuant to a Registration Statement
on Form S-1 (Registration No. 333-89552) (the "Registration Statement"). In
connection therewith, we prepared the discussion set forth under the caption
"Material Tax Consequences" in the Registration Statement (the "Discussion").
Capitalized terms not defined herein shall have the meanings ascribed to them in
the Registration Statement.

      All statements of legal conclusions contained in the Discussion, unless
otherwise noted, are our opinion with respect to the matters set forth therein
as of the effective date of the Registration Statement. In addition, we are of
the opinion that the federal income tax discussion in the Registration Statement
with respect to those matters as to which no legal conclusions are provided is
an accurate discussion of such federal income tax matters (except for the
representations and statements of fact of the Company and the Partnership,
included in such Discussion, as to which we express no opinion).

      We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the Registration Statement.
This consent does not constitute an admission that we are "experts" within the
meaning of such term as used in the Securities Act of 1933, as amended.



                                Very truly yours,

                               /s/ VINSON & ELKINS L.L.P.