MORRISON & HECKER L.L.P.
Attorneys at Law
2600 Grand Avenue
Kansas City, Missouri 64108-4606
Telephone (816) 691-2600
Telefax (816) 474-4208
January 29, 1999
Kinder Morgan Energy Partners, L.P.
Kinder Morgan Operating L.P. "A"
Kinder Morgan Operating L.P. "B"
Kinder Morgan Operating L.P. "C"
Kinder Morgan Operating L.P. "D"
Kinder Morgan Natural Gas Liquids Corporation
Kinder Morgan CO2, LLC
Kinder Morgan Bulk Terminals, Inc.
1301 McKinney Street, Suite 3450
Houston, Texas 77010
Re: $250,000,000 6.30% Senior Notes Due 2009
Ladies and Gentlemen:
We have acted as counsel to Kinder Morgan Energy Partners, L.P., a
Delaware limited partnership (the "Partnership"), and Kinder Morgan Operating
L.P. "A", a Delaware limited partnership, Kinder Morgan Operating L.P. "B", a
Delaware limited partnership, Kinder Morgan Operating L.P. "C", a Delaware
limited partnership, Kinder Morgan Operating L.P. "D", a Delaware limited
partnership, Kinder Morgan Natural Gas Liquids Corporation, a Delaware
corporation, Kinder Morgan CO2, LLC, a Delaware limited liability company, and
Kinder Morgan Bulk Terminals, Inc., a Louisiana corporation (collectively, the
"Guarantors"), in connection with the proposed offering by the Partnership of an
aggregate of $250,000,000 principal amount of the Partnership's 6.30% Senior
Notes due February 1, 2009 (the "Notes") and the unconditional guarantee (the
"Guarantees") of the Notes by the Guarantors. The Notes will be issued pursuant
to the Indenture dated as of January 29, 1999 (the "Indenture") among the
Partnership, as obligor, the Guarantors, as guarantors, and U.S. Trust Company
of Texas, N.A., as trustee (the "Trustee"), supplemented by the First
Supplemental Indenture among the Partnership, the Guarantors and the Trustee
dated as of January 29, 1999 (the "First Supplemental Indenture"). In connection
with the proposed offering, the Partnership and the Guarantors have filed with
the Securities and Exchange Commission a registration statement on Form S-3 File
Nos. 333-66931, 333-66931-01, 333-66931-02, 333-66931-03, 333-66931-04,
333-66931-05, 333-66931-06, and 333-66931-07 under the Securities Act of 1933,
as amended (the "Securities Act"). Unless otherwise defined herein, capitalized
terms used in this opinion shall have the meanings set forth in the Indenture or
the Accord identified in the following paragraph.
Washington, D.C./Phoenix,Arizona/Overland Park,Kansas/Wichita,Kansas
Kinder, Morgan Energy Partners, L.P.
January 29, 1999
Page 2
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
States of New York and 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 Indenture; (2) the First Supplemental Indenture, which
includes the form of the Notes; and (3) the Underwriting Agreement among the
Partnership, the Guarantors, Goldman Sachs & Co., A.G. Edwards & Sons, Inc.,
NationsBank, Montgomery Securities LLC, Prudential Securities Incorporated and
Solomon Smith Barney, Inc., each of which has been filed with the Securities and
Exchange Commission as an exhibit to a Form 8-K. In addition, we have examined
such other documents, materials and authorities as we have deemed necessary in
order to enable us to render our opinions set forth below.
Based on and subject to the foregoing and other qualifications set
forth below:
1. The Notes proposed to be issued by the Partnership have been duly
authorized for issuance and are valid and legally binding obligations of the
Partnership enforceable in accordance with their terms.
2. The Guarantees are enforceable in accordance with their terms as set
forth under the Indenture.
The General Qualifications apply to the opinions set forth above (the
Remedies Opinion). In addition to the General Qualifications, we express no
opinion as to the enforceability of any provisions contained in the Notes or the
Guaranties purporting to: (i) allow the acceleration of the maturity of any
indebtedness or the exercise of any other rights without notice to the person or
entity signatory thereto or bound thereby; (ii) restrict access to legal or
equitable remedies (including, without limitation, proper jurisdiction and
venue); (iii) establish evidentiary standards; (iv) waive the benefits of any
statute of limitation or any applicable bankruptcy, insolvency or usury law or
stay or extension law or waive any rights under any applicable statutes or rules
hereafter enacted or promulgated; or (v) preserve and maintain a guarantor's
liability despite the fact that the guaranteed debt is unenforceable due to
illegality. In addition, the enforceability of the rights to indemnification
contained in the Indenture may be limited by Federal or New York State laws or
the policies underlying such laws. We note that the Trust Indenture Act provides
that certain provision of the Trust Indenture Act are automatically included in
the Indenture unless expressly excluded. To the extent that the Indenture does
not expressly exclude or waive such provisions of the Trust Indenture Act, such
provisions may supersede or override similar provisions in the Indenture.
Kinder, Morgan Energy Partners, L.P.
January 29, 1999
Page 3
We hereby consent to the filing of this letter as an Exhibit to the
Form 8-K 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.
This opinion is rendered solely for your benefit in connection with the above
matter and may not be relied upon in any manner by any other person or entity
without our express written consent.
Very truly yours,
MORRISON & HECKER L.L.P.
/s/ Morrison & Hecker L.L.P.