Common use of Opinions of Counsel for the Partnership Clause in Contracts

Opinions of Counsel for the Partnership. (1) an opinion, dated such Date of Delivery, of 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 such Date of Delivery, 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) an opinion, dated such Date of Delivery, 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) an opinion, dated as of the Closing Time, of 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 E-4 hereto; and (5) an opinion, dated as of the Closing Date, of Pennsylvania 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 West 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-6 hereto; (7) an opinion, dated as of the Closing Date, of 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-7 hereto; (8) an opinion, dated such Date of Delivery, of Xxxxxx X. Xxxxxxx, as General Counsel and Secretary to the General 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 E-8.

Opinions of Counsel for the Partnership. At the Closing Time, the Representatives shall have received: (1i) an opinion, dated such Date as of Deliverythe Closing Time, 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; (2ii) a 10b-5 letter, dated such Date as of Deliverythe Closing Time, 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; (3iii) an opinion, dated such Date as of Deliverythe Closing Time, 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; (4iv) an opinion, dated as of the Closing Time, of Xxxxxxxx, Xxxxxx & Finger P.A., special Delaware counsel to the Partnership (“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 E-4 hereto; and (5v) an opinion, dated as of the Closing Date, of Steptoe and Xxxxxxx PLLC, special Pennsylvania counsel to Conrhein (“Pennsylvania 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; (6vi) an opinion, dated as of the Closing Date, of Steptoe and Xxxxxxx PLLC, special West Virginia counsel to CNX Water (“West 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 Underwriters, to the effect set forth in Exhibit E-6 hereto;E-6. (7vii) an opinion, dated as of the Closing Date, of Xxxxxxx, Walk and White PLLC, special Virginia counsel to CNX Gas (“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 Underwriters, to the effect set forth in Exhibit E-7 hereto;E-7. (8) viii) an opinion, dated such Date as of Deliverythe Closing Time, of Xxxxxx X. Xxxxxxx, as General Counsel and Secretary to the General 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 E-8.