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EXHIBIT 5
April 4, 2001
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 8,500,000 shares (9,750,000 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"), (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") 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 proposed (a) obligation of KMI (the "Exchange
Feature") to deliver common units of the Partnership (the "Common Units") in
exchange for Shares as specified in the Exchange Provisions (the "Exchange
Provisions") to be attached as Annex A to the Amended and Restated Limited
Liability Company Agreement of the Company (the "Amended LLC Agreement") to be
dated as of the date of the closing of the offering of the Shares (the
"Closing"), and (b) obligation of KMI to purchase Shares (the "Purchase
Obligation") in certain circumstances as specified in the Purchase Provisions
(the "Purchase Provisions") to be attached as Annex B to the Amended LLC
Agreement (the "Purchase Provisions") to be dated as of the Closing. A
Registration Statement (as amended by Amendment No. 1 thereto, the "Registration
Statement") has been filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act"), (i) by the Company on Form S-1 (Registration No. 333-55868) relating to
the Shares, (ii) by the Partnership on Form S-3 (Registration No. 333-55866)
with respect to the i-units to be sold by the Partnership to the Company and the
Common Units deliverable by KMI in exchange for the Shares pursuant to the
Exchange Feature, and (iii) by KMI on Form S-3 (Registration No. 333-55866) with
respect to the Exchange Feature and the Purchase Obligation.
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Kinder Morgan Management, LLC
Kinder Morgan Energy Partners, L.P.
Kinder Morgan, Inc.
April 4, 2001
Page 2
We have examined, among other things, originals or copies of:
o the limited liability company agreement of the Company, as amended to
date, and the proceedings taken to date by the Company with respect to
the authorization, issuance and sale of the Shares,
o the Certificate of Limited Partnership of the Partnership,
o the Second Amended and Restated Agreement of the Partnership dated
January 14, 1998, and Amendment No. 1 and Amendment No. 2 to the
Second Amended and Restated Agreement of Limited Partnership of the
Partnership, dated January 20, 2000 and December 21, 2000,
respectively, and the corporate proceedings taken to date by the Board
of Directors of Kinder Morgan G.P., Inc. ("KMGP"), the general partner
of the Partnership, with respect to the authorization, issuance and
sale of the i-units,
o the restated Articles of Incorporation and Bylaws of KMI, each as
amended to date, and the corporate proceedings taken to date by KMI
with respect to the authorization of the Exchange Feature and the
Purchase Obligation, and
o such other documents and records as we have deemed necessary and
relevant for the purposes hereof.
We have also examined the Registration Statement and the forms of the following
documents attached as exhibits thereto, each of which is proposed to be executed
and delivered at the Closing:
o the Amended LLC Agreement;
o the Exchange Provisions;
o the Purchase Provisions; and
o the Third Amended and Restated Agreement of Limited Partnership of the
Partnership (the "Amended Partnership Agreement").
We have also examined the form of Underwriting Agreement attached as an exhibit
to the Registration Statement (the "Underwriting Agreement"), to be executed
among the Company, the Partnership, KMGP, KMI and the Underwriters to be named
therein. In addition, we have relied
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Kinder Morgan Management, LLC
Kinder Morgan Energy Partners, L.P.
Kinder Morgan, Inc.
April 4, 2001
Page 3
on certificates of officers of the Company, KMGP and KMI 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, the due execution and delivery of all
documents by the parties thereto and the truthfulness of all statements of fact
contained therein. We have also assumed that the Amended LLC Agreement, the
Exchange Provisions, the Purchase Provisions, the Amended Partnership Agreement
and the Underwriting Agreement will be executed and delivered in substantially
the forms attached as exhibits to the Registration Statement, with only such
changes therein as would not be material to the opinions expressed herein.
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 a limited liability company, validly existing and in
good standing under the laws of the State of Delaware;
2. the Partnership is a limited partnership, validly existing and in good
standing under the laws of the State of Delaware;
3. KMI is a corporation, validly existing and in good standing under the
laws of the State of Kansas;
4. the issuance of the Shares to be issued by the Company pursuant to the
offering has been duly authorized by the Company, and upon the
issuance and delivery thereof in accordance with the terms of the
Underwriting Agreement and the receipt by the Company of the purchase
price therefor after the due execution and delivery of the Amended LLC
Agreement, the Exchange Provisions and the Purchase Provisions, such
Shares will be legally issued, fully paid and nonassessable (except as
such nonassessibility may be affected by certain provisions of the
Delaware Revised Uniform Limited Liability Company Act);
5. the issuance of the i-units to be issued by the Partnership to the
Company in connection with the offering of the Shares has been duly
authorized by the Partnership, and upon the issuance and delivery
thereof as set forth in the Registration Statement and receipt by the
Partnership of the purchase price therefor after the due execution and
delivery of the Amended Partnership Agreement, such i-units will be
legally issued, fully paid and nonasssessable (except as such
nonassessibility may be affected by certain provisions of the Delaware
Revised Uniform Limited Partnership Act);
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Kinder Morgan Management, LLC
Kinder Morgan Energy Partners, L.P.
Kinder Morgan, Inc.
April 4, 2001
Page 4
6. the Common Units outstanding on the date hereof that may be delivered
in exchange for Shares pursuant to the Exchange Feature have been duly
authorized by the Partnership and are legally issued, fully paid and
nonasssessable (except as such nonassessibility may be affected by
certain provisions of the Delaware Revised Uniform Limited Partnership
Act);
7. the Exchange Provisions have been duly authorized by the parties
thereto, and, when the Exchange Provisions and the Amended LLC
Agreement are duly executed and delivered as provided therein, the
Shares will be entitled to the benefits thereof; and
8. the Purchase Provisions have been duly authorized by the parties
thereto, and, when the Purchase Provisions and the Amended LLC
Agreement are duly executed and delivered as provided therein, the
Shares will be entitled to the benefits thereof.
The foregoing opinion is based on and limited to the General Corporation Code of
the State of Kansas, the General Corporation Law of the State of Delaware, the
Delaware Revised Uniform Limited Liability Company Act, the Delaware Revised
Uniform Limited Partnership Act 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 "Legal Matters" 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,
Bracewell & Patterson, L.L.P.