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                                                                       EXHIBIT 5



                                February 1, 2001



Kinder Morgan, Inc.
One Allen Center, Suite 1000
500 Dallas Street
Houston, Texas 77002

Ladies and Gentlemen:

We have acted as counsel to Kinder Morgan, Inc., a Kansas corporation (the
"Company"), in connection with the preparation and filing of a Registration
Statement on Form S-3 (the "Registration Statement") with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Act of 1933,
as amended (the "Securities Act"), relating to the sale by a selling shareholder
of a maximum of 3,663,095 shares of common stock (the "Shares") of the Company.

We have examined originals or copies certified by officers of the Company of (a)
the Restated Articles of Incorporation of the Company, as amended, (b) the
Bylaws of the Company, (c) certified copies of certain resolutions adopted by
the Board of Directors of the Company and (d) such other documents and records
as we have deemed necessary and relevant for the purposes hereof. In addition,
we have relied on certificates of officers of the Company and of public
officials and others as to certain matters of fact relating to this opinion and
have made such investigations of law as we have deemed necessary and relevant as
a basis hereof. In such examination and investigation, we have assumed the
genuineness of all signatures, the authenticity of all documents, certificates
and records submitted to us as originals, the conformity to authentic original
documents, certificates and records of all documents and records submitted to us
as copies, and the truthfulness of all statements of fact contained therein.

Based on the foregoing, subject to the limitations, assumptions and
qualifications set forth herein, and having due regard for such legal
considerations as we deem relevant, we are of the opinion that:

         1.       the Company is a corporation, validly existing and in good
                  standing under the laws of the State of Kansas; and

         2.       the Shares have been duly and validly authorized and issued
                  and are fully paid and nonassessable, and, subject to the
                  Registration Statement becoming effective and compliance with
                  applicable state securities or Blue Sky laws, when sold by the
                  selling shareholder in the manner set forth in the Prospectus
                  included in the Registration Statement, will continue to be
                  validly issued, fully paid and nonassessable.

The foregoing opinion is based on and limited to the General Corporation Code of
the State of Kansas and the relevant law of the United States of America, and we
render no opinion with respect to the law of any other jurisdiction. We hereby
consent to the filing of this opinion with the Commission as Exhibit 5 to the
Registration Statement and to the references to our firm under the heading
"Legal Matters" in the Prospectus included in the Registration Statement. By
giving such consent, we do not admit that we are within the category of persons
whose consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission promulgated thereunder.

                                       Very truly yours,


                                       Bracewell & Patterson, L.L.P.