Abraxas Energy Partners LP S-1/A

AMENDMENT NO. 9 TO FORM S-1

OPINON OF JACKSON WALKER L.L.P. AS TO THE LEGALITY OF THE SECURITIES REGISTERED

OPINION OF JACKSON WALKER L.L.P. RELATING TO TAX MATTERS

AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENT

AMENDMENT NO. 1 TO EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT

AMENDMENT NO. 1 TO SUBORDINATED CREDIT AGREEMENT

CONSENT OF BDO SEIDMAN, LLP

CONSENT OF DEGOLYER AND MACNAUGHTON

CONSENT OF DELOITTE & TOUCHE LLP

CONSENT OF RYDER SCOTT COMPANY, L.P.

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