MORRISON & HECKER L.L.P.
                                ATTORNEYS AT LAW

                                2600 Grand Avenue
                                  Kansas City,
                               Missouri 64108-4606
                                 Telephone (816)
                                    691-2600
                             Telefax (816) 474-4208


                                 April 17, 1998




Kinder Morgan Energy Partners, L.P.
1301 McKinney Street, Suite 3450
Houston, Texas  77010


           Re:  Common Units


Ladies and Gentlemen:

           We have acted as your counsel in connection with the preparation of a
Registration Statement on Form S-3, as amended to the date hereof, (Registration
No.  333-25995)  (the  "Registration  Statement")  filed with the Securities and
Exchange  Commission  pursuant  to the  Securities  Act of 1933 as amended  (the
"Act").  The  Registration   Statement  covers  Common  Units  ("Common  Units")
representing  limited partner  interests in Kinder Morgan Energy Partners,  L.P.
(the  "Partnership")  to be sold by First  Union  Investors,  Inc.,  First Union
Corporation ("First Union"), or subsidiaries of First Union and/or Kinder Morgan
G.P., Inc.

           This  Opinion  Letter is  governed  by, and shall be  interpreted  in
accordance  with,  the Legal Opinion Accord (the "Accord") of the ABA Section of
Business  Law  (1991).  As  a  consequence,   it  is  subject  to  a  number  of
qualifications,  exceptions,  definitions,  limitations  on  coverage  and other
limitations,  all as more particularly described in the Accord, and this Opinion
Letter should be read in conjunction  therewith.  The opinions  expressed herein
are given only with respect to the present status of the substantive laws of the
state of Delaware. We express no opinion as to any matter arising under the laws
of any other jurisdiction.

           In  rendering  the opinions  set forth  below,  we have  examined and
relied on the following: (1) the Registration Statement and the Prospectus;  and
(2) such other documents, materials, and authorities as we have deemed necessary
in order to enable us to render our opinions set forth below.




Kinder Morgan Energy Partners, L.P.
April 17, 1998
Page 2


           Based on and subject to the  foregoing and other  qualifications  set
forth below,  we are of the opinion that the  Partnership  has,  pursuant to its
Second Amended and Restated  Agreement of Limited  Partnership (the "Partnership
Agreement"),   duly  issued  the  Common  Units  to  be  registered   under  the
Registration Statement,  and, on the assumption that the Limited Partners of the
Partnership  take no part  in the  control  of the  Partnership's  business  and
otherwise act in conformity  with the  provisions of the  Partnership  Agreement
regarding control and management of the Partnership  (Articles VI and VII), such
Common Units are fully paid and nonassessable.

           We hereby  consent to the filing of this  letter as an Exhibit to the
Registration  Statement  and to the  reference  of this firm  under the  heading
"Legal Matters" in the Prospectus  forming part of the  Registration  Statement.
This consent is not to be  construed as an admission  that we are a person whose
consent  is  required  to be filed  with the  Registration  Statement  under the
provisions of the Act.


                                    Very truly yours,


                                    /s/MORRISON & HECKER L.L.P.