EXHIBIT 8

                                  July 23, 2002



Kinder Morgan Management, LLC
Kinder Morgan Energy Partners, L.P.
Kinder Morgan, Inc.
One Allen Center, Suite 1000
500 Dallas Street
Houston, Texas 77002

Ladies and Gentlemen:

We have acted as counsel to (i) Kinder Morgan Management, LLC, a Delaware
limited liability company (the "Company"), in connection with the proposed
offering by the Company of 20,000,000 shares (23,000,000 shares if the
over-allotment option granted to the underwriters is exercised in full) of the
Company representing limited liability company interests with limited voting
rights (the "Shares," which term shall include such additional shares
representing limited liability company interests with limited voting rights as
may be offered pursuant to Rule 462 under the Securities Act of 1933, as
amended), (ii) Kinder Morgan Energy Partners, L.P., a Delaware limited
partnership (the "Partnership"), in connection with the proposed sale by the
Partnership of limited partnership interests denominated as i-units (the
"i-units," which term shall include such additional limited partnership
interests denominated as i-units as may be offered pursuant to Rule 462 under
the Securities Act of 1933, as amended) to the Company for a portion of the net
proceeds of the offering of the Shares, and (iii) Kinder Morgan, Inc., a Kansas
corporation ("KMI"), in connection with the obligation of KMI to purchase Shares
(the "Purchase Obligation") in certain circumstances as specified in the
Purchase Provisions attached as Annex B to and made a part of the Second Amended
and Restated Limited Liability Company Agreement of the Company. A Registration
Statement on Form S-3 (the "Registration Statement") has been filed with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended, (1) by the Company with respect to the Shares, (2) by the
Partnership with respect to the i-units to be sold by the Partnership to the
Company, and (3) by KMI with respect to the Purchase Obligation.

We have examined originals or copies of the Registration Statement and 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
Kinder Morgan G.P., Inc., the general partner of the Partnership, 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,


Kinder Morgan Management, LLC
Kinder Morgan Energy Partners, L.P.
Kinder Morgan, Inc.
July 23, 2002
Page 2


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.

All statements of legal conclusions in the Registration Statement under the
caption "Material Tax Considerations," unless otherwise noted, constitute our
opinion with respect to the matters set forth therein as of the effective date
of the Registration Statement.

We hereby consent to the filing of this opinion with the Commission as Exhibit 8
to the Registration Statement and to the references to our firm under the
heading "Material Tax Considerations" 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
of 1933, as amended, or the rules and regulations thereunder.


                                               Very truly yours,



                                               Bracewell & Patterson, L.L.P.