EXHIBIT 5


                                February 4, 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 proposed offering by the Company from time
to time of up to an aggregate amount of $2,000,000,000 of the Company's common
stock (the "Stock") and debt securities, whether senior or subordinated
(collectively, the "Debt Securities"). The Company has filed with the Securities
and Exchange Commission (the "Commission") a registration statement on Form S-3
(the "Registration Statement"), under the Securities Act of 1933, as amended
(the "Securities Act"), relating to the Stock and the Debt Securities.

We have examined originals or copies certified by officers of the Company of (a)
the Indentures, each dated as of January 31, 2003 (collectively, the
"Indentures"), by and between the Company and Wachovia Bank, National
Association, as Trustee (the "Trustee"), pursuant to which the senior debt
securities and the subordinated debt securities, as applicable, 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 Indentures by a duly authorized officer of the Trustee.







Kinder Morgan, Inc.
February 4, 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;

         2.       the Debt Securities have been validly authorized for issuance,
                  and (subject to the Indentures being qualified under the Trust
                  Indenture Act of 1939, as amended) when the terms thereof and
                  their respective issue and sale have been established, and
                  when the Debt Securities have been duly executed (manually or
                  in facsimile) by duly authorized officers of the Company and
                  duly authenticated by the Trustee, upon the issuance and
                  delivery thereof as set forth in the Registration Statement,
                  and upon receipt by the Company of the purchase price thereof,
                  the Debt Securities will be validly issued and legally binding
                  obligations of the Company entitled to the benefits of the
                  applicable Indenture; and

         3.       the issuance of the Stock has been duly authorized, and when
                  the terms of its issue and sale have been duly established,
                  upon the issuance and delivery of the Stock as set forth in
                  the Registration Statement, and upon receipt by the Company of
                  the purchase price therefor, the Stock will have been validly
                  issued, fully paid and nonassessable.

The foregoing opinion is based on and limited to the Kansas Business Corporation
Code 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 "Validity of the Securities" 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.