Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
The Partners
Crosstex Energy, L.P.
We
consent to the incorporation by reference in the registration
statements No. 333-116538 and 333-128282 on
Forms S-3 and S-8 of Crosstex Energy, L.P. (No. 333-107025 and
333-127645) of our reports dated March 10, 2006,
with respect to the consolidated balance sheets of Crosstex Energy, L.P. as of December 31, 2005
and 2004, and the related consolidated statements of operations, changes in partners equity,
comprehensive income, and cash flows for each of the years in the three-year period ended December
31, 2005, and all related financial statement schedules, managements assessment of the
effectiveness of internal control over financial reporting as of December 31, 2005 and the
effectiveness of internal control over financial reporting as of December 31, 2005, which reports
appear in the December 31, 2005 annual report on Form 10-K of Crosstex Energy, L.P.
Our
report dated March 13, 2005, on managements assessment of
the effectiveness of internal control over financial reporting and
the effectiveness of internal control over financial reporting as of
December 31, 2005, contains an explanatory paragraph that states
that the Partnership acquired CFS Louisiana Midstream Company and El Paso Dauphin Island Company, L.L.C. during 2005, and management excluded from its
assessment of the effectiveness of the Partnership's internal control over financial
reporting as of December 31, 2005 any
internal control evaluation over financial reporting
associated with CFS Louisiana Midstream Company and El Paso Dauphin Island Company, L.L.C.'s
total assets of $488.2 million
and total revenues of $66.3 million included in the consolidated financial
statements of Crosstex Energy, L.P. and subsidiaries as of and for the year
ended December 31, 2005. Our audit of internal
control over financial reporting of Crosstex Energy, L.P. also excluded an evaluation
of the internal control over financial reporting of CFS Louisiana Midstream Company and El Paso Dauphin Island Company, L.L.C.
/s/ KPMG LLP
Dallas, Texas
March 13, 2006