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EXHIBIT 5
January 17, 2001
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
10,500,000 shares (the "Shares") of Common Stock, $5.00 par value, to
participants in the Kinder Morgan, Inc. Amended and Restated 1999 Stock Option
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 Restated 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.
