EXHIBIT 5

                                October 4, 2002




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

      Ladies and Gentlemen:

      We have acted as counsel to Kinder Morgan Energy Partners, L.P. (the
      "Partnership"), a Delaware limited partnership, in connection with the
      offers by the Partnership to exchange $1,000 principal amount of its 5.35%
      Senior Exchange Notes due 2007 and its 7.30% Senior Exchange Notes due
      2033 (collectively, the "Exchange Notes") for each $1,000 principal
      amount, respectively, of its 5.35% Senior Notes due 2007 and its 7.30%
      Senior Notes due 2033 (collectively, the "Original Notes"), of which an
      aggregate of $250,000,000 and $500,000,000 principal amount, respectively,
      of Original Notes is outstanding (the "Exchange Offers"). The Partnership
      has filed with the Securities and Exchange Commission (the "Commission") a
      registration statement on Form S-4 with respect to the Exchange Offers
      (the "Registration Statement"), under the Securities Act of 1933, as
      amended (the "Securities Act").

      We have examined originals or copies certified by officers of Kinder
      Morgan Management, LLC (the "Company"), the delegate of Kinder Morgan
      G.P., Inc., the general partner of the Partnership, of (a) the Indenture,
      dated as of August 19, 2002, by and between the Partnership and Wachovia
      Bank, National Association, as Trustee (the "Trustee"), as amended by the
      First Supplemental Indenture thereto, dated August 23, 2002 (the
      "Indenture"), pursuant to which the Original Notes were issued and the
      Exchange Notes will be issued, (b) the Certificate of Limited Partnership
      of the Partnership, (c) the Third Amended and Restated Agreement of the
      Partnership, as amended to date, (d) certified copies of certain
      resolutions adopted by the Board of Directors of the Company, and (e) 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



      Kinder Morgan Energy Partners, L.P.
      October 4, 2002
      Page 2

      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.

      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 Partnership is a limited partnership, validly existing
                   and in good standing under the laws of the State of Delaware;
                   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 on behalf of the
                   Partnership 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 Partnership, all in accordance
                   with the terms of the Exchange Offers as set forth in the
                   Registration Statement, the Exchange Notes issued in exchange
                   for the Original Notes of each series in accordance with the
                   terms of the Exchange Offer to which each series of Exchange
                   Notes relate will be validly issued and legally binding
                   obligations of the Partnership 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.