EXHIBIT 5


                                January 31, 2003




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
issued on December 6, 2002 (the "Original Notes"), of which an aggregate of
$250,000,000 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, as supplemented and amended by the
First Supplemental Indenture thereto, dated as of December 6, 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) 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 originals, 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.
January 31, 2003
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 validly existing and in good standing as a
                  corporation under the laws of the State of Kansas; and

         2.       the Original Notes have been validly authorized and issued,
                  the Exchange Notes have been validly authorized, 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.