this letter, we have, among other things,
reviewed executed counterparts of:
a)the Agreement;
b)that certain Commitment Letter by and between GSO Capital Partners LP and the
Partnership;
c)that certain Commitment Letter by and between GSO Capital Opportunities Fund
III LP, GSO Capital Solutions Fund II LP, GSO Harrington Credit Alpha Fund
(Cayman) L.P., GSO Credit Alpha Fund LP, GSO Energy Select Opportunities Fund
LP, GSO Energy Partners-A LP, GSO Energy Partners-B LP, GSO Energy Partners-C
LP, GSO Energy Partners-C II LP and GSO Energy Partners-D LP and the
Partnership;
d)that certain GSO Warrant Agreement to Purchase SN Common Stock, by and between
SN and the GSO Funds party thereto;
e)that certain Management Services Agreement, by and between Sanchez Oil & Gas
Corporation ("SOG") and the Partnership;
f)that certain GSO Registration Rights Agreement, by and between SN and the GSO
Funds party thereto;
g)that certain GSO Voting Agreement, by and between SN and the GSO Funds party
thereto;
h)that certain GSO Non-Solicitation Agreement, by and among GSO Capital Partners
LP, SN and SOG;
i)that certain Hydrocarbons Purchase and Marketing Agreement (the "Marketing
Agreement"), between SN EF Maverick, LLC, as Marketer and the Partnership, as
Producer, and solely for purposes of Section 8.15 and 8.16 therein, SN;
j)that certain Purchase and Sale Agreement, (the "Purchase and Sale Agreement")
by and among Anadarko E&P Onshore LLC, a Delaware limited liability company
("AEP"), Kerr-McGee Oil & Gas Onshore LP, a Delaware limited partnership
("KMOG", and collectively with AEP, "Seller"). SN EF Maverick, LLC, a Delaware
limited liability company ("Maverick"), the Partnership, Aguila Production, LLC,
a Delaware limited liability company ("AqCo" and collectively with Maverick and
Partnership, "Buyer") and solely for purposes of Section 15.22 and Schedule
13.4(a) therein, SN;
k)that certain Letter Agreement, by and among the Seller, Buyer and solely for
purposes of Section 15.22 and Schedule 13.4(a) of the Purchase and Sale
Agreement, SN;
l)that certain Joint Development Agreement, by and between Gavilan Resources,
LLC (f/k/a Aguila Production, LLC), Maverick, Partnership and solely with
respect to Section 2.2,
Section 4.5 and Article VII, SN;
m)that certain Development Agreement, among AEP and KMOG, as Anadarko, Maverick,
the Partnership and Gavilan Resources, LLC (f/k/a Aguila Production, LLC), as
the Drilling Parties, and solely for purposes of Section 4.15 therein, SN;
n)that certain Transition Services Agreement, between AEP and Maverick;
o)Amended and Restated Agreement of Limited Partnership of Partnership, by and
between the Partnership, General Partner, as the general partner and the limited
partners party thereto;
p)Amended and Restated Limited Liability Company Agreement of General Partner,
by and between General Partner, GSO Associates, and SN GP Member;
q)the Partnership Credit Agreement;
r)the Notes (as defined in the Partnership Credit Agreement) delivered to the
Lenders on the date hereof; and
s)the Collateral Agreement (as defined in the Partnership Credit Agreement).
For purposes hereof, the documents listed in items (a) through (s) above (each
in the form reviewed by us for purposes of this opinion letter) are called the
"Operative Documents".
For purposes herein, the