EXHIBIT 5


                                October 4, 2002




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. (the "Company"), a Kansas
corporation, in connection with the offer by the Company to exchange $1,000
principal amount of its 6.50% Senior Exchange Notes due 2012 (the "Exchange
Notes") for each $1,000 principal amount of its 6.50% Senior Notes due 2012 (the
"Original Notes"), of which an aggregate of $750,000,000 principal amount of
Original Notes is outstanding (the "Exchange Offer"). The Company has filed with
the Securities and Exchange Commission (the "Commission") a registration
statement on Form S-4 (the "Registration Statement"), with respect to the
Exchange Offer under the Securities Act of 1933, as amended (the "Securities
Act").

We have examined originals or copies certified by officers of the Company of (a)
the Indenture, dated as of August 27, 2002 (the "Indenture"), by and between the
Company and Wachovia Bank, National Association, as Trustee (the "Trustee"),
pursuant to which the Original Notes were issued and the Exchange Notes will be
issued, (b) the restated Articles of Incorporation and By-laws of the Company,
each as amended to date, (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, we have assumed the genuineness of all
signatures, the authenticity of all documents and records submitted to us as
copies, the conformity to authentic original documents and records of all
documents and records submitted to us as copies, and the truthfulness of all
statements of fact contained therein. We have also assumed the due execution and
delivery of the Indenture by a duly authorized officer of the Trustee.



Kinder Morgan, Inc.
October 4, 2002
Page 2


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 Original Notes and the Exchange Notes have been validly
                  authorized and issued, and (subject to the Registration
                  Statement becoming effective, the Indenture being qualified
                  under the Trust Indenture Act of 1939 and any state securities
                  or Blue Sky laws being complied with) when (i) the Exchange
                  Notes have been duly executed by duly authorized officers of
                  the Company, (ii) the Exchange Notes have been duly
                  authenticated by the Trustee under the Indenture, and (iii)
                  the Original Notes have been validly tendered and not
                  withdrawn and have been received and accepted by the Company,
                  all in accordance with the terms of the Exchange Offer as set
                  forth in the Registration Statement, the Exchange Notes issued
                  in exchange for the Original Notes in accordance with the
                  terms of the Exchange Offer will be validly issued and legally
                  binding obligations of the Company entitled to the benefits of
                  the Indenture.

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 "Validity of the Exchange Notes" in the Prospectus included in the
Registration Statement. By giving such consent, we do not admit that we are
experts with respect to any part of the Registration Statement, including this
Exhibit, within the meaning of the term "expert" as used in the Securities Act
or the rules and regulations thereunder.


                                       Very truly yours,

                                       /s/ Bracewell & Patterson, L.L.P.

                                       Bracewell & Patterson, L.L.P.