Common use of Opinion of Counsel for Partnership Clause in Contracts

Opinion of Counsel for Partnership. At the Closing Date, the Representatives shall have received: (1) the favorable opinion, dated as of the Closing Date, of Xxxxxx & Xxxxxxx LLP, counsel for the Partnership (“Partnership Counsel”), in form and substance satisfactory to the Representatives, together with signed or reproduced copies of such opinion for each of the other Underwriters, to the effect set forth in Exhibit E-1 hereto; (2) a 10b-5 letter, dated as of the Closing Date, from Partnership Counsel, in form and substance satisfactory to the Representatives, together with signed or reproduced copies of such letter for each of the other Underwriters, to the effect set forth in Exhibit E-2 hereto; (3) the favorable opinion, dated as of the Closing Date, of Partnership Counsel with respect to certain tax matters, in form and substance satisfactory to the Representatives, together with signed or reproduced copies of such opinion for each of the other Underwriters, to the effect set forth in Exhibit E-3 hereto; (4) the favorable opinion, dated as of the Closing Date, of Holland & Xxxx LLP, special Wyoming counsel to the Partnership, in form and substance satisfactory to the Representatives, together with signed or reproduced copies of such opinion for each of the other Underwriters, to the effect set forth in Exhibit F hereto; (5) the favorable opinion, dated as of the Closing Date, of Holland & Xxxx LLP, special Colorado counsel to the Partnership, in form and substance satisfactory to the Representatives, together with signed or reproduced copies of such opinion for each of the other Underwriters, to the effect set forth in Exhibit G hereto; (6) the favorable opinion, dated as of the Closing Date, of Xxxxxxxx, Xxxxxx & Finger P.A., special Delaware counsel to the Partnership, in form and substance satisfactory to the Representatives, together with signed or reproduced copies of such opinion for each of the other Underwriters, to the effect set forth in Exhibit H hereto; and (7) The favorable opinion, dated as of the Closing Date, of Xxxxx Xxxxxxx, as general counsel to QEP, in form and substance satisfactory to the Representatives, together with signed or reproduced copies of such opinion for each of the other Underwriters, to the effect set forth in Exhibit I hereto.

Opinion of Counsel for Partnership. At the Closing Date, the Representatives shall have received: (1) the favorable an opinion, dated as of the Closing Date, of Xxxxxx & Xxxxxxx LLP, counsel for the Partnership (“Partnership Counsel”), in form and substance satisfactory to the Representatives, together with signed or reproduced copies of such opinion for each of the other Underwriters, to the effect set forth in Exhibit E-1 hereto; (2) a 10b-5 letter, dated as of the Closing Date, from Partnership Counsel, in form and substance satisfactory to the Representatives, together with signed or reproduced copies of such letter for each of the other Underwriters, to the effect set forth in Exhibit E-2 hereto; (3) the favorable an opinion, dated as of the Closing Date, of Partnership Counsel with respect to certain tax matters, in form and substance satisfactory to the Representatives, together with signed or reproduced copies of such opinion for each of the other Underwriters, to the effect set forth in Exhibit E-3 hereto; (4) the favorable an opinion, dated as of the Closing Date, of Holland & Xxxx Xxxxxxx Xxxxx LLP, counsel for Noble (“Noble Counsel”), in form and substance satisfactory to the Representatives, together with signed or reproduced copies of such opinion for each of the other Underwriters to the effect set forth in Exhibit E-4 hereto; (5) an opinion, dated as of the Closing Date, of Xxxxxxx, Walk and White PLLC, special Wyoming Virginia counsel to CONSOL (“Virginia Counsel”), in form and substance satisfactory to the Representatives, together with signed or reproduced copies of such opinion for each of the other Underwriters to the effect set forth in Exhibit E-5 hereto; (6) an opinion, dated as of the Closing Date, of Xxxxxxxx, Xxxxxx & Finger P.A., special Delaware counsel to the PartnershipPartnership (“Delaware Counsel”), in form and substance satisfactory to the Representatives, together with signed or reproduced copies of such opinion for each of the other Underwriters, to the effect set forth in Exhibit F E-6 hereto;; and (57) the favorable an opinion, dated as of the Closing Date, of Holland & Xxxx LLPX. Xxxxx, special Colorado counsel as General Counsel to the PartnershipGeneral Partner, in form and substance satisfactory to the Representatives, together with signed or reproduced copies of such opinion for each of the other Underwriters, to the effect set forth in Exhibit G hereto; (6) the favorable opinion, dated as of the Closing Date, of Xxxxxxxx, Xxxxxx & Finger P.A., special Delaware counsel to the Partnership, in form and substance satisfactory to the Representatives, together with signed or reproduced copies of such opinion for each of the other Underwriters, to the effect set forth in Exhibit H hereto; and (7) The favorable opinion, dated as of the Closing Date, of Xxxxx Xxxxxxx, as general counsel to QEP, in form and substance satisfactory to the Representatives, together with signed or reproduced copies of such opinion for each of the other Underwriters, to the effect set forth in Exhibit I heretoE-7.