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                                                                       EXHIBIT 8

                          BRACEWELL & PATTERSON, L.L.P.
                        711 LOUISIANA STREET, SUITE 2900
                            HOUSTON, TEXAS 77002-2781



                                 April __, 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 9,000,000 shares (10,350,000 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 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) the obligation of KMI to
purchase Shares (the "Purchase Obligation") in certain circumstances as
specified in the Purchase Provisions to be attached as Annex B to the Amended
LLC Agreement to be dated as of the Closing. A Registration Statement (as
amended by Amendment No. 1 and Amendment No. 2 thereto, 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
on Form S-1 (Registration No. 333-55868) relating to the Shares, (2) 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 (3) by KMI
on Form S-3 (Registration No. 333-55866) with respect to the Exchange Feature
and the Purchase Obligation.

We have examined originals or copies of the Registration Statement and such
other documents and

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Kinder Morgan Management, LLC
Kinder Morgan Energy Partners, L.P.
Kinder Morgan, Inc.
April __, 2001
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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, 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
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 "Income Tax Considerations Relating to the Shares and the Common Units,"
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 "Income Tax Considerations Relating to the Shares and the Common Units"
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,

                                       /s/ Bracewell & Patterson, L.L.P.

                                       Bracewell & Patterson, L.L.P.