Table of Contents

		Page
SECTION 1. Representations and Warranties			2
SECTION 2. Sale and Delivery to Underwriters; Closing			13
SECTION 3. Covenants of the Partnership			15
SECTION 4. Payment of Expenses			19
SECTION 5. Conditions of Underwriters Obligations			20
SECTION 6. Indemnification			23
SECTION 7. Contribution			25
SECTION 8. Representations, Warranties and Agreements to Survive Delivery			26
SECTION 9. Termination of Agreement			26
SECTION 10. Default by One or More of the Underwriters			27
SECTION 11. Notices			28
SECTION 12. Parties			28
SECTION 13. GOVERNING LAW AND TIME			28
SECTION 14. Effect of Headings			28
SECTION 15. Definitions			29
SECTION 16. Permitted Free Writing Prospectuses			32
SECTION 17. Absence of Fiduciary Relationship			32

EXHIBITS

Exhibit A Underwriters
Exhibit B Initial Securities to be Sold
Exhibit C Subsidiaries of the Partnership
Exhibit D List of Directors and Officers
Exhibit E Form of Lock-Up Agreement
Exhibit F Form of Opinion of Partnership Counsel
Exhibit G Price-Related Information
Exhibit H Issuer General Use Free Writing Prospectuses
Exhibit I Existing Unitholders

LEGACY RESERVES LP

6,000,000 Units

UNDERWRITING AGREEMENT

January 11, 2007

Wachovia Capital Markets, LLC
As Representative of the several Underwriters
c/o Wachovia Capital Markets, LLC
7 St. Paul Street
Baltimore, Maryland 21202

Ladies and Gentlemen:

     Legacy Reserves LP, a Delaware limited partnership (the Partnership), confirms its agreement with Wachovia Capital Markets, LLC (Wachovia) and each of the other Underwriters named in Exhibit A hereto (collectively, the Underwriters, which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Wachovia is acting as representative (in such capacity, the Representative), with respect to the issue and sale by the Partnership of a total of 6,000,000 Units (the Initial Securities) representing limited partner interests in the Partnership (the Units), and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of Initial Securities set forth in said Exhibit A hereto, and with respect to the grant by the Partnership to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 900,000 additional Units to cover over-allotments, if any. The Initial Securities to be purchased by the Underwriters and all or any part of the 900,000 Units subject to the option described in Section 2(b) hereof (the Option Securities) are hereinafter called, collectively, the Securities. Certain terms used in this Agreement are defined in Section 15 hereof.

     Legacy Reserves GP, LLC, a Delaware limited liability company (the General Partner), is the Partnerships sole general partner. Legacy Reserves Operating GP, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (Operating GP), is the sole general partner of Legacy Reserves Operating LP, a Delaware limited partnership (the Operating Partnership and, together with the General Partner, the Partnership and the Operating GP, the Legacy Parties and, together with the direct and indirect subsidiaries of the Partnership (collectively, the Subsidiaries) listed on Exhibit C, the Partnership Entities).

     All or some of the Partnership Entities have entered into, prior to the date hereof, the following agreements (the Formation Documents): (i) the Amended and Restated Agreement of Limited Partnership governing the Partnership (the Partnership Agreement), (ii) the Amended and Restated Limited Liability Company Agreement governing the General Partner (the GP LLC Agreement), (iii) the Agreement of Limited Partnership governing the Operating Partnership (the Operating Partnership Agreement) and (iv) the Limited Liability Company Agreement governing the Operating GP (the Operating GP Agreement).