I am 5'4", wear a 12 pant but my waist is 39". What size should I get?

I am 5'6 and wear size 8/10 and the medium fits me perfectly. Actually, a little loose and plenty long. I would say try size Large. These are warm, they wash well and has the most comfortable waist.

Are these lined leggings a shiny or sueded fabric on the outside?

Shiny they are made to workout in so they are the same as a workout legging only these are lined. They have a slight compression to them and a comfy waistband.

What do they mean by 'inner pockets'? i do not want extra bulk. also i am 5' 6" am 120 lbs. i usually wear an xs.. will these work for me?

The pockets are just in the upper band area, not extra bulk in other areas. It's more of a slit that you can put a key or card or something. I'm male 5'8" and 125lbs and got the S and it works great for me. Women could get away with a little tighter and even down size, but this fit perfect for me. Comfortable and soft. The legs are long which I like and I use them for running. I think the xs should work for you.

Are these bulky? I have a pair from a different company and they are as bulky as a pair of sweatpants.

Nope these are awesome!! Not thick and bulky at all in my opinion!

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