2001 ROSS AVENUE
TEL +1 214.953.6500
FAX +1 214.953.6503
January 10, 2013
Crosstex Energy, L.P.
2501 Cedar Springs
Dallas, Texas 75201
Ladies and Gentlemen:
We have acted as counsel to Crosstex Energy, L.P., a Delaware limited partnership (the Partnership), in connection with the proposed offering and sale of 2,700,000 common units representing limited partner interests in the Partnership (the Common Units) pursuant to that certain Common Unit Purchase Agreement, dated January 9, 2013 (the Purchase Agreement), by and among the Partnership and each of the purchasers set forth on Schedule A thereto (the Purchasers).
We refer to the registration statement on Form S-3, as amended (Registration Statement No. 333-166663), with respect to the Common Units being sold by the Partnership (the Registration Statement), as filed by the Partnership with the Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as amended (the Securities Act). The prospectus supplement dated January 9, 2013 (the Prospectus Supplement), which together with the accompanying prospectus dated May 21, 2010 (the Prospectus) filed with the Registration Statement, has been filed pursuant to Rule 424(b) promulgated under the Securities Act.
As the basis for the opinion hereinafter expressed, we examined the Sixth Amended and Restated Agreement of Limited Partnership of the Partnership dated as of March 23, 2007, as amended to date (the Partnership Agreement), the Purchase Agreement, the Delaware Revised Uniform Limited Partnership Act (the Act), partnership records and documents, certificates of the Partnership, certain of its affiliates and public officials, and other instruments and documents as we deemed necessary or advisable for the purposes of this opinion. In making our examination, we have assumed that all signatures on documents examined by us are genuine, that all documents submitted to us as originals are authentic and that all documents submitted to us as certified or photostatic copies conform with the original copies of such documents.
Based on the foregoing and on such legal considerations as we deem relevant, we are of the opinion that:
1. The Partnership has been duly formed and is validly existing as a limited partnership under the Act.
2. The Common Units, when issued and delivered on behalf of the Partnership against payment therefor as described in the Purchase Agreement, will be duly authorized, validly issued, fully paid (to the extent required by the Partnership Agreement) and
nonassessable (except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Act).
This opinion is limited in all respects to the federal laws of the United States of America and the Act, each as in effect on the date hereof.
At your request, this opinion is being furnished to you for filing as an exhibit to the Partnerships Current Report on Form 8-K filed on the date hereof. We hereby consent to the statements with respect to us under the heading Legal Matters in the Prospectus Supplement and the Prospectus and to the filing of this opinion as an exhibit to the Partnerships Current Report on Form 8-K filed on the date hereof. In giving this consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Commission issued thereunder.
Very truly yours,
/s/ BAKER BOTTS L.L.P.