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: Form S-3 Registration Statement
Ladies and Gentlemen:
We have acted as counsel to Kinder Morgan Energy Partners, L.P., a Delaware
limited partnership (the "Partnership"), and Kinder Morgan G.P., Inc., a
Delaware corporation and the general partner of the Partnership (the "KM General
Partner"), in connection with the preparation of the Registration Statement on
Form S-3, as amended, (Registration No. 333-25995) (the "Registration
Statement") filed with the Securities and Exchange Commission pursuant to the
Securities Act of 1933 (the "Act"). The Registration Statement covers Common
Units ("Common Units") representing limited partner interests in the Partnership
to be sold by First Union Investors, Inc., First Union Corporation ("First
Union"), subsidiaries of First Union and/or Kinder Morgan G.P., Inc.
In rendering the opinions set forth below, we have examined and relied on
the following: (1) the Registration Statement and the attached Prospectus; (2)
the Partnership's Second Amended and Restated Agreement of Limited Partnership
dated January 14, 1998; and (3) such other documents, materials, and authorities
as we have deemed necessary in order to enable us to render our opinions set
forth below.
In addition, our opinions are based on the facts and circumstances set
forth in the Prospectus and on certain representations made by the Partnership,
the KM General Partner and the Selling Unitholders. We have not made an
independent investigation of such facts. Our opinion as to the matters set forth
herein could change as a result of changes in facts and circumstances, changes
in the terms of the documents reviewed by us, or changes in the law subsequent
to the date hereof.
Our opinion is based on the provisions of the Internal Revenue Code of
1986, as amended (the "Code"), regulations under such Code, judicial authority
and current administrative rulings and practice, all as of the date of this
letter, and all of which may change at any time.
Kinder Morgan Energy Partners, L.P.
April 17, 1998
Page 2
Based upon and subject to the foregoing and assuming compliance with all
provisions of the documents referenced above, we are of the opinion that for
federal income tax purposes (i) the Partnership and its operating partnerships
are and will continue to be classified as partnerships and not as associations
taxable as corporations; and (ii) each purchaser of Common Units who acquires
beneficial ownership of the Partnership's Common Units, and either has been
admitted or is pending admission to the Partnership as an additional limited
partner, or if the Common Units are held by a nominee, such purchaser of Common
Units will be treated as a partner of the Partnership for federal income tax
purposes.
Further, we are of the opinion that the discussion of federal income tax
consequences set forth in the Prospectus under the heading "Material Federal
Income Tax Considerations" is accurate in all material respects as to matters of
law and legal
conclusions.
This opinion may be relied upon by you, the purchasers of Common Units and
the Partnership. We hereby consent to the filing of this opinion as an Exhibit
to the Registration Statement and to all references to this firm under the
headings "Material Federal Income Tax Considerations" and "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.