This tax opinion letter was written to support the promotion or marketing of Units in the Partnerships to potential Participants, and we, as special counsel to the Partnerships, have helped the Managing General Partner organize and document the offering of Units in the Partnerships.

This tax opinion letter is not confidential. There are no limitations on the disclosure by the Managing General Partner or any potential Participant in a Partnership to any other Person of the tax treatment or tax structure of the Partnerships.

Participants in a Partnership have no contractual protection against the possibility that a portion or all of their intended tax benefits from an investment in the Partnership ultimately are not sustained if challenged by the IRS. See “Risk Factors – Federal Income Tax Risks – Your Tax Benefits from an Investment in a Partnership Are Not Contractually Protected,” in the Prospectus.

Each potential Participant is urged to seek advice based on his particular circumstances from an independent tax advisor with respect to the federal tax consequences to him of an investment in a Partnership.

the Partnerships’ current Registration Statement on Form S-1, as amended, filed with the SEC, which includes the Prospectus and the forms of Partnership Agreement and Drilling and Operating Agreement that are included as exhibits to the Prospectus;

other records, certificates, agreements, instruments and documents of the Managing General Partner and the Partnerships as we deemed relevant and necessary to review as a basis for our opinions; and

current provisions of the Code, existing, temporary and proposed Treasury Regulations, the legislative history of the Code, existing IRS administrative rulings and practices, and judicial decisions. Future changes in existing federal tax laws, which may take effect retroactively, may cause the actual tax consequences of an investment in a Partnership to vary substantially from those set forth in this tax opinion letter and “Federal Income Tax Consequences” in the Prospectus, and could render our opinions inapplicable. See “Risk Factors – Federal Income Tax Risks – Changes in the Law May Reduce Your Tax Benefits From an Investment in a Partnership” in the Prospectus.

Any funds borrowed by a Participant and used to purchase Units in a Partnership will not be borrowed from any other Participant in that Partnership or from a “related person,” as that term is defined in §465 of the Code, to any other Participant in that Partnership.

If a Participant uses borrowed funds to purchase Units in a Partnership, the Participant will be severally, primarily, and personally liable for the borrowed amount.

No Participant will protect himself through nonrecourse financing, guarantees, stop loss agreements or other similar arrangements from losing the money he paid to a Partnership to purchase his Units.

The Partnership Agreement allocates each Partnership’s income, gains, losses, deductions, and credits, or items thereof, including the basis and any amount realized with respect to natural gas and oil properties, between the Managing General Partner and the Participants, and among the Participants as a group. Some of those tax items are allocated in different ratios than other tax items (i.e. special allocations). In order for those special allocations to be accepted by the IRS, the allocations must have substantial economic effect. Economic effect means that if there is an economic benefit or burden that corresponds to an allocation, the Participant to whom the allocation is made must receive the corresponding economic benefit or bear the corresponding economic burden. The economic effect of an allocation is substantial if there is a reasonable possibility that the allocation will affect substantially the dollar amounts to be received by the Participants from the Partnership in which they invest, independent of tax consequences and taking into account the Participants’ tax attributes that are unrelated to the Partnership in which they invest. We and the Managing General Partner do not know the particular tax circumstances of any potential Participant in a Partnership that are unrelated to the Partnership in which he invests. Therefore, for purposes of giving our opinion concerning the allocation provisions in the Partnership Agreement, we have assumed that taking into account the Participants’ tax attributes that are unrelated to the Partnership will not cause the economic effect (as defined above) of the allocation provisions in the Partnership Agreement to not be substantial (as defined above). See our opinion (11) in the “– Opinions” section of this tax opinion letter.

A “typical Participant” in each Partnership will be a natural person who purchases Units in this offering and is a U.S. citizen.

The Partnership Agreement will be duly executed by the Managing General Partner and the Participants in each Partnership and recorded in all places required under the Delaware Revised Uniform Limited Partnership Act and any other applicable limited partnership act. Also, each Partnership will operate its business as described in the Prospectus and in accordance with the terms of the Partnership Agreement, the Drilling and Operating Agreement, the Delaware Revised Uniform Limited Partnership Act, and any other applicable limited partnership act.

Each Partnership’s Drilling and Operating Agreement will be duly executed and will govern the drilling and, if warranted, the completion and operation of the Partnership’s wells.

No Partnership will elect to be taxed as a corporation, nor elect out of the partnership provisions under Subchapter K of Chapter 1 of Subtitle A of the Code.

Each Partnership will own only Working Interests in all of its Prospects.

No Partnership’s Units will be traded on an established securities market.

The Investor General Partner Units in each Partnership will be converted by the Managing General Partner to Limited Partner Units after all of the wells in that Partnership have been drilled and completed.

Each Partnership ultimately will own legal title to its Working Interest in all of its Prospects, although initially title to the Prospects will be held in the name of the Managing General Partner, its Affiliates or other third-parties as nominee for that Partnership, in order to facilitate the acquisition of the Leases.

The Managing General Partner anticipates that third-parties, as co-owners of the Working Interest in the wells, will participate with each Partnership in drilling some of that Partnership’s wells, and those third-parties will not be required to prepay any of their share of the costs of drilling those wells.

Each Partnership will elect under §263(c) of the Code and Treas. Reg. §1.612-4(a) to expense, rather than capitalize, all of the Intangible Drilling Costs of all of its wells.

Based on information the Managing General Partner has concerning drilling rates of third-party drilling companies in the areas where the Partnerships’ wells will be drilled, the amounts that will be paid by each Partnership to the Managing General Partner or its Affiliates under the Drilling and Operating Agreement to drill and complete that Partnership’s wells as described in “Compensation – Drilling Contracts” in the Prospectus are reasonable and competitive amounts that ordinarily would be paid for similar services in similar transactions between persons having no affiliation and dealing with each other at “arms length” in the proposed areas of the Partnerships’ operations.

Based on the Managing General Partner’s experience and its knowledge of industry practices, the allocation between Intangible Drilling Costs and Tangible Costs of its estimated drilling and completion price to be paid by the Partnerships to the Managing General Partner or its Affiliates as a third-party general drilling contractor to drill and complete each Partnership’s wells as set forth in “Compensation – Drilling Contracts” in the Prospectus is reasonable.

The Managing General Partner anticipates that each Partnership’s entire subscription proceeds will be expended in the year in which its Participants invest in the Partnership, and the deduction for Intangible Drilling Costs of the Partnership will be reflected on its Participants’ individual federal income tax returns for the year in which they invest in the Partnership, subject to each Participant’s right to elect to capitalize and amortize over a 60-month period a portion or all of the Participant’s share of the Partnership’s deduction for Intangible Drilling Costs.

Each Partnership may have its final closing as late in the year as December 31 of the year in which its Participants invest in the Partnership. Thus, depending primarily on when its subscription proceeds are received, each Partnership may prepay in the year in which its Participants invest in the Partnership most, if not all, of its Intangible Drilling Costs for wells the drilling of which will not begin until the next year.

Each Partnership will attempt to comply with the guidelines set forth in Keller v. Commissioner with respect to Intangible Drilling Costs prepaid by the Partnership in the year in which the Partnership’s Participants invest in the Partnership for any of its wells the drilling of which will not begin until the next year.

Each Partnership will have a calendar year taxable year and will use the accrual method of accounting for federal income tax purposes.

Some of each Partnership’s natural gas and oil production from its productive wells, if any, may qualify as “marginal production,” as that term is defined in §613A(c)(6)(E) of the Code.

To the extent a Partnership has cash available for distribution, it is the Managing General Partner’s policy that the Partnership’s cash distributions in any year to its Participants will not be less than the Managing General Partner’s estimate of its Participants’ income tax liability with respect to the Partnership’s income.

The Managing General Partner anticipates that the amount of its amortization deductions for organization expenses related to the creation of a Partnership will not be material as compared to the total amount of the Partnership’s subscription proceeds.

The principal purpose of each Partnership is to locate, produce and market natural gas and oil on a profitable basis to its Participants, apart from tax benefits, as discussed in the Prospectus. See, in particular, “Prior Activities,” “Management,” “Proposed Activities,” and “Appendix A” in the Prospectus.

The Managing General Partner will not consent to any transfers of Units in a Partnership that would cause the Partnership to be considered terminated under §708(b) of the Code (relating to the transfer of 50% or more of a partnership’s capital or profits interests in any 12-month period).

The Managing General Partner anticipates that there will be more than 100 Partners in each Partnership. The Managing General Partner, however, does not anticipate that the Partnerships will elect to be governed under simplified tax reporting and audit rules as an “electing large partnership,” although they reserve the right to do so, because most limitations affecting the calculation of the taxable income and tax credits of an electing large partnership are applied at the partnership level and not at the partner level.

Due to the complexities and added expense of the tax accounting required to implement a §754 election to adjust the basis of a Partnership’s property when Units are sold, taking into account the limitations on the sale of each Partnership’s Units, the Managing General Partner does not anticipate that the Partnerships will make the §754 election, although they reserve the right to do so.

The Managing General Partner and its Affiliates will not make or arrange financing for potential Participants to use to purchase Units in a Partnership.

The Managing General Partner will notify the Participants of any IRS audits or other tax proceedings involving the Partnership in which they invest, and will provide the Participants any other information regarding the proceedings as may be required by the Partnership Agreement or law.

Each Partnership will provide its Participants with the tax information applicable to their investment in the Partnership necessary to prepare their tax returns.

Based primarily on the Managing General Partner’s and its Affiliates’ past experience (as shown in “Prior Activities” in the Prospectus), and that most, if not all, of each Partnership’s wells will be drilled as vertical developmental wells in the Marcellus Shale primary area as discussed in the Propectus, the Managing General Partner anticipates that:

each Partnership’s abandonment losses for wells that are nonproductive (i.e. a “dry hole”), if any, and productive wells that have been operated until their commercial natural gas and oil reserves have been depleted will be less than $2 million, in the aggregate, in any taxable year of the Partnership, and less than $4 million, in the aggregate, during the Partnership’s first six taxable years;

when a well is plugged and abandoned by a Partnership, the salvage value of the well’s equipment usually will cover a substantial amount of the costs of abandoning and reclaiming the well site;

each Partnership will drill relatively few non-productive wells (i.e., “dry holes”), if any;

each productive well drilled by a Partnership will have a different productive life and the Partnership’s wells will not all be depleted and abandoned in the same taxable year; and

each productive well drilled by a Partnership will produce natural gas or oil for more than six years.

The Managing General Partner will attempt to eliminate or reduce any gain to a Partnership from a Farmout, if any.

a federal tax issue is a question concerning the federal tax treatment of an item of income, gain, loss, deduction, or credit; the existence or absence of a taxable transfer of property; or the value of property for federal tax purposes; and

a federal tax issue is significant if the IRS has a reasonable basis for a successful challenge and the resolution of the tax issue could have a significant impact, whether beneficial or adverse and under any reasonably foreseeable circumstance, on the overall federal tax treatment of a Partnership or a Participant’s investment in a Partnership.

could shelter from federal income taxes a significant portion of a Participant’s income from sources other than the Partnership in which he invests in any taxable year by providing him with:

deductions in excess of his share of his Partnership’s income; or

marginal well production credits in excess of his tentative regular federal income tax liability attributable to his interest in the Partnership in which he invests; or

could reasonably affect the potential applicability of federal tax penalties against the Participants in a Partnership.

will apply to the initial Limited Partners in a Partnership; and

will not apply to the Investor General Partners in a Partnership until after their Investor General Partner Units are converted to Limited Partner Units.

Potential Limitations on Deductions. A Participant’s ability in any taxable year to use his share of these deductions of the Partnership in which he invests on his individual federal income tax returns may be reduced, eliminated or deferred by the following:

the Participant’s personal tax situation, such as the amount of his regular taxable income, alternative minimum taxable income, losses, itemized deductions, personal exemptions, etc., which are not related to his investment in a Partnership;

the amount of the Participant’s adjusted basis in his Units at the end of the Partnership’s taxable year;

the amount the Participant is “at risk” in the Partnership at the end of the Partnership’s taxable year; and

the passive activity limitations on Partnership losses and credits in the case of Limited Partners (including Investor General Partners after their Investor General Partner Units are converted to Limited Partner Units) who are subject to §469 of the Code.

Intangible Drilling Costs. Although each Partnership will elect to deduct currently all of its Intangible Drilling Costs, each Participant in a Partnership may still elect to capitalize and deduct all or part of his