EXHIBIT 5
July 21, 2000
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., a Kansas
corporation (the "Company"), in connection with the proposed
issuance by the Company of up to 6,000,000 additional shares (the
"Shares") of Common Stock, $5.00 par value, to participants in
the Kinder Morgan, Inc. Savings Plan (the "Plan"). The Company
is filing with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), a Registration Statement on Form S-8 (the
"Registration Statement") relating to the Shares.
We have examined originals or copies of (i) the Articles of
Incorporation of the Company, as amended, (ii) the Bylaws of the
Company, as amended, (iii) the Plan, (iv) certain resolutions of
the Board of Directors of the Company and (v) such other
documents and records as we have deemed necessary and relevant
for purposes hereof. In addition, we have relied on certificates
of officers of the Company 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 and investigation, we have assumed the genuineness of
all signatures, the authenticity of all documents, certificates
and records submitted to us as originals, the conformity to
original documents, certificates and records of all documents,
certificates and records submitted to us as copies, and the
truthfulness of all statements of fact contained therein.
Based upon the foregoing and subject to the limitations and
assumptions set forth herein and having due regard for such legal
considerations as we deem relevant, we are of the opinion that
the Shares have been duly and validly authorized and when issued
and paid for in accordance with the terms of the Plan, for a
consideration at least equal to the par value thereof, will be
validly issued, fully paid and nonassessable.
The foregoing opinion is based on and limited to the General
Corporation Code of the State of Kansas 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. By giving such consent, we do not
admit that we are within the category of persons whose consent is
required under Section 7 of the Securities Act or the rules and
regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ BRACEWELL & PATTERSON, L.L.P.
Bracewell & Patterson, L.L.P.
