11,085,000 Trust Units VOC ENERGY TRUST UNDERWRITING AGREEMENT

consented to in writing by the Representatives, and all filings required by Rules 424(b), 430A and 462 under the Act shall have been timely made.

(b)           All corporate proceedings and other legal matters incident to the authorization, form and validity of this Agreement, the Organizational Trust Agreement, the Trust Agreement, the Administrative Services Agreement, the Conveyance, the Registration Statement, the Time of Sale Information and the Prospectus, and all other legal matters relating to this Agreement and the Transactions and any other transactions contemplated hereby shall be reasonably satisfactory in all material respects to counsel for the Underwriters.

(c)           You shall be reasonably satisfied that since the respective dates as of which information is given in the Registration Statement, the Time of Sale Information and the Prospectus, (i) except as set forth or contemplated by the Registration Statement, the Time of Sale Information and the Prospectus, there shall not have been any change in the Trust Units or any material change in the indebtedness (other than in the ordinary course of business) of the Company, (ii) except as set forth or contemplated by the Registration Statement, the Time of Sale Information and the Prospectus, no material oral or written agreement or other transaction shall have been entered into by the Company or the Trust that is not in the ordinary course of business or that could reasonably be expected to result in a material reduction in the future income of the Trust, (iii) no loss or damage (whether or not insured) to the property of the Company shall have been sustained that had or could reasonably be expected to have a Material Adverse Effect or have a material adverse effect on the Subject Interests, (iv) no legal or governmental action, suit or proceeding affecting the Company or the Trust or any of its properties that is material to the Trust or the Company or that affects or could reasonably be expected to affect the Transactions and any other transactions contemplated by this Agreement shall have been instituted or threatened, and (v) there shall not have been any material change in the condition (financial or otherwise), business, management, results of operations or prospects of the Company or the Trust that makes it impractical or inadvisable in your judgment to proceed with the public offering or purchase of the Units as contemplated hereby.

(d)           You shall have received on the Closing Date (and the Additional Closing Date, if any) an opinion of Morris James LLP, special Delaware counsel to the Trust, substantially in the form of Exhibit B hereto.

(e)           You shall have received on the Closing Date (and the Additional Closing Date, if any) an opinion of Foulston Siefkin LLP, Kansas counsel to the Company, substantially in the form of Exhibit C hereto.

(f)            You shall have received on the Closing Date (and the Additional Closing Date, if any) an opinion of Vinson & Elkins L.L.P., counsel to the Company, substantially in the form of Exhibit D hereto.

(g)           You shall have received on the Closing Date (and the Additional Closing Date, if any) an opinion of Andrews Kurth L.L.P., counsel to the Trust, substantially in the form of Exhibit E hereto.

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(h)           You shall have received on the Closing Date (and the Additional Closing Date, if any) an opinion of Baker Botts L.L.P., as counsel for the Underwriters, dated the Closing Date or Additional Closing Date, as the case may be, with respect to such matters as you may reasonably request, and the Company, the Trust and their respective counsel shall have furnished to your counsel such documents as they may reasonably request for the purpose of enabling them to pass upon such matters.

(i)            You shall have received on the Closing Date or Additional Closing Date, as the case may be, a certificate of the Trustee, dated the Closing Date or Additional Closing Date, as the case may be, executed by a duly authorized officer of the Trustee, representing and warranting to each of the Underwriters that:

(i)            The Trustee is a national banking association authorized and empowered to act as trustee of the Trust pursuant to the Trust Agreement, and no consent, approval, authorization or filing is required under any law, rule or regulation of the State of Delaware or of the United States of America in order to permit the Trustee to act as trustee of the Trust.

(ii)           The representations and warranties of the Trust contained in this Agreement are true and correct in all material respects (except for such representations and warranties qualified by materiality, which representations or warranties are true and correct in all respects) as of such Closing Date or Additional Closing Date.

(iii)          The Trust Agreement has been executed and delivered by the Trustee and, assuming the due authorization, execution and delivery thereof by the Company and the Delaware Trustee, is a valid and binding obligation of the Trustee, enforceable against the Trustee in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and the Operative Agreements to which the Trust is a party have been duly and validly executed by the Trustee.

(iv)          The Trust has complied with all of the agreements and satisfied all of the conditions on the part of the Trust to be performed or satisfied hereunder, in each case, in all material respects, on or before such Closing Date or Additional Closing Date.

(v)           No order suspending the effectiveness of the Registration Statement or the qualification or registration of the Units under the securities or Blue Sky laws of any jurisdiction shall be in effect and no proceeding for such purpose shall be pending or, to the knowledge of the Trust, threatened or contemplated by the authorities of any jurisdiction.

(j)            You shall have received, on each of the date hereof and the Closing Date and any Additional Closing Date, a letter dated the date hereof or the Closing Date or any Additional Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from Grant Thornton LLP, independent public accountants, containing statements

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and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Information and the Prospectus; provided that the letter delivered on the date hereof shall use a “cut off date” within three business days of the date hereof and each letter delivered on the Closing Date or any Additional Closing Date shall use a “cut off date” within two business days of such date.

(k)           No stop order suspending the effectiveness of the Registration Statement shall have been issued by the Commission and no proceedings for that purpose shall be pending or, to the knowledge of the Company or the Trust, shall be threatened or contemplated by the Commission at or prior to the Closing Date or Additional Closing Date, as the case may be; (ii) no order suspending the effectiveness of the Registration Statement or the qualification or registration of the Units under the securities or Blue Sky laws of any jurisdiction shall be in effect and no proceeding for such purpose shall be pending or, to the knowledge of the Company or the Trust, threatened or contemplated by the authorities of any jurisdiction; (iii) any request for additional information on the part of the staff of the Commission or any such authorities shall have been complied with to the satisfaction of the staff of the Commission or such authorities; (iv) after the date hereof, no amendment or supplement to the Registration Statement or the Prospectus or any Issuer Free Writing Prospectus shall have been filed unless a copy thereof was first furnished to you and the Company and the Trust obtained your consent prior to filing with the Commission; (v) all of the representations and warranties of the Trust and the Company contained in this Agreement shall be true and correct in all material respects (except for such representations and warranties qualified by materiality, which representations and warranties shall be true and correct in all respects) on and as of the date hereof and on and as of the Closing Date or Additional Closing Date, as the case may be, as if made on and as of the Closing Date or Additional Closing Date, as the case may be, and (vi) neither the Company nor the Trust shall have failed in any material respect at or prior to the Closing Date or any Additional Closing Date, as the case may be, to have performed or complied with any of its agreements herein contained and required to be performed or complied with by it hereunder at or prior to the Closing Date or Additional Closing Date, as the case may be, and you shall have received a certificate, dated the Closing Date or the Additional Closing Date, as the case may be, and signed by the managing member of the Company to the effect set forth in this Section 9(j) and in Sections 9(c) hereof and certifying that they have carefully examined the Registration Statement, the Time of Sale Information and the Prospectus, as well as each electronic road show used in connection with the offering of the Units, and, in their opinion (A) the Registration Statement, as of the Effective Date, (B) the Prospectus, as of its date and on the Closing Date or Additional Closing Date, as applicable, or (C) the Time of Sale Information, as of the Time of Sale, did not contain any untrue statement of a material fact and did not omit to state a material fact required to be stated therein (in the case of the Registration Statement) or necessary to make the statements therein (except in the case of the Registration Statement, in the light of the circumstances under which they were made) not misleading.

(l)            The Company shall have furnished or caused to have been furnished to you such further certificates and documents as you shall have reasonably requested.

(m)          At or prior to the effective date of the Registration Statement, you shall have received a letter from the Corporate Financing Department of FINRA confirming that such

37

Department has determined to raise no objections with respect to the fairness or reasonableness of the underwriting terms and arrangements of the offering contemplated hereby.

(n)           You shall have received letters addressed to you and dated the Closing Date or the Additional Closing Date, as the case may be, from Cawley Gillespie stating the conclusions and findings of such firm with respect to oil and gas reserves of the Underlying Properties and the Net Profits Interest, substantially in the form approved by you.

All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof only if they are reasonably satisfactory in form and substance to you and your counsel.

The several obligations of the Underwriters to purchase Additional Units hereunder are subject to the satisfaction on and as of the Additional Closing Date of the conditions set forth in this Section 9, except that, if the Additional Closing Date is other than the Closing Date, the certificates, opinions and letters referred to in this Section 9 shall be dated as of the Additional Closing Date and the opinions called for by paragraphs (d), (e), (f) and (g) shall be revised to reflect the sale of Additional Units.  In addition, the several obligations of the Underwriters to purchase Additional Units hereunder are subject to the receipt of certificates dated the Additional Closing Date from the Company and the Trust to the effect that, as of the Additional Closing Date: (i) the representations and warranties made by the Company and the Trust herein are true and correct in all material respects and (ii) the Company and the Trust have complied, in all material respects, with all obligations and satisfied all conditions that are required to be performed or satisfied on its part at or prior to the Additional Closing Date.

If any of the conditions hereinabove provided for in this Section 9 shall not have been satisfied when and as required by this Agreement, this Agreement may be terminated by you by notifying the Company of such termination in writing at or prior to such Closing Date, but you shall be entitled to waive any of such conditions.

10.           Effective Date of Agreement.  This Agreement shall become effective upon the later of (a) the execution and delivery hereof by the parties hereto and (b) release of notification of the effectiveness of the Registration Statement by the Commission; provided, however, that the provisions of Sections 7 and 8 shall at all times be effective.

11.           Use of Free Writing Prospectus.  Each Underwriter severally covenants with the Company that it has not made and will not make any offer relating to the Trust Units that would constitute a “free writing prospectus,” as defined in Rule 405 under the Act, required to be filed with the Commission without the consent of the Company and the Trust, not to be unreasonably withheld, other than any such offer included in an Issuer Free Writing Prospectus.  The Company and the Trust covenant with the Underwriters that they have not made and will not make any offer relating to the Units that would constitute a “free writing prospectus,” as defined in Rule 405 under the Act, required to be filed with the Commission without the consent of the Representatives, not to be unreasonably withheld, other than any such offer included in an Issuer Free Writing Prospectus included in the Time of Sale Information.

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12.           Defaulting Underwriters.  If any one or more of the Underwriters shall fail or refuse to purchase Firm Units that it or they have agreed to purchase hereunder, and the aggregate number of Firm Units that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Firm Units, each non-defaulting Underwriter shall be obligated, severally, in the proportion in which the number of Firm Units set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Units set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in the Agreement Among Underwriters, to purchase the Firm Units that such defaulting Underwriter or Underwriters agreed, but failed or refused to purchase.  If any Underwriter or Underwriters shall fail or refuse to purchase Firm Units and the aggregate number of Firm Units with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units and arrangements satisfactory to you, the Trust and the Company for the purchase of such Firm Units are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter, the Company or the Trust.  In any such case that does not result in termination of this Agreement, either you, the Trust or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected.  Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement.

13.           Termination of Agreement.  This Agreement shall be subject to termination in your absolute discretion, without liability on the part of any Underwriter to the Company or the Trust by notice to the Company and the Trust, if prior to the Closing Date or the Additional Closing Date (if different from the Closing Date and then only as to the Additional Units), as the case may be, in your sole judgment, (i) trading in the Trust Units shall have been suspended by the Commission or the NYSE, (ii) trading in securities generally on the NYSE or NASDAQ shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on such exchange, or additional material governmental restrictions, not in force on the date of this Agreement, shall have been imposed upon trading in securities generally by any such exchange or by order of the Commission or any court or other governmental authority, (iii) a general moratorium on commercial banking activities shall have been declared by either federal or New York State authorities or (iv) there shall have occurred any outbreak or escalation of hostilities or other international or domestic calamity, crisis or change in political, financial or economic conditions or other material event the effect of which on the financial markets of the United States is such as to make it, in your judgment, impracticable or inadvisable to market the Units or to enforce contracts for the sale of the Units.  Notice of such cancellation shall be promptly given to the Company and the Trust and their counsel by telegraph, telecopy or telephone and shall be subsequently confirmed by letter.

14.           Information Furnished by the Underwriters.  The Company and the Trust acknowledge that (i) the list of Underwriters and their respective participation in the sale of Units, (ii) the first and second sentences of the third paragraph and (iii) paragraphs under “Stabilization”, each under the caption “Underwriting” in the most recent Preliminary Prospectus and Prospectus, constitute the only information furnished by or on behalf of the Underwriters through you or on your behalf as such information is referred to in Sections 6.1(c), 6.1(d), 6.1(e) and Section 8 hereof.

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15.           Miscellaneous.  Except as otherwise provided in Sections 5 and 12 hereof, notice given pursuant to any of the provisions of this Agreement shall be in writing and shall be delivered:

(i)            to the Company

VOC Brazos Energy Partners, L.P.
1700 Waterford Parkway
Building 500
Wichita, Kansas 67206
Attention:  Barry Hill

with a copy to

Vinson & Elkins L.L.P.
1001 Fannin Street, Suite 2300
Houston, Texas 77002
Attention:  David P. Oelman

(ii)           to the Trust

The Bank of New York Mellon Trust Company, N.A.
Global Corporate Trust
919 Congress Avenue, Suite 500
Austin, Texas 78701
Attention:  Michael J. Ulrich

with a copy to

Andrews Kurth LLP
600 Travis
Suite 4200
Houston, Texas 77002
Attention:  W. Lance Schuler

(iii)          to the Underwriters

Raymond James & Associates, Inc.
880 Carillon Parkway
St. Petersburg, Florida  33716
Attention:  John Critchlow

Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Attention: Janet Livingston

with a copy to

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Baker Botts L.L.P.
One Shell Plaza
910 Louisiana Street, Suite 3200
Houston, Texas 77002
Attention:  Joshua Davidson

This Agreement has been and is made solely for the benefit of the several Underwriters, the Company, its directors, officers, managers and members, and the Trust.

16.           No Fiduciary Duty.  Notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by any of the Underwriters, each of the Company and the Trust acknowledges and agrees that (i) nothing herein shall create a fiduciary or agency relationship between the Company or the Trust, on the one hand, and the Underwriters, on the other hand; (ii) the Underwriters have been retained solely to act as underwriters and are not acting as advisors, expert or otherwise, to either the Company or the Trust in connection with this offering, the sale of the Units or any other services the Underwriters may be deemed to be providing hereunder, including, without limitation, with respect to the public offering price of the Units; (iii) the relationship between the Company and the Trust, on the one hand, and the Underwriters, on the other hand, is entirely and solely commercial, and the price of the Units was established by the Company and the Underwriters based on discussions and arms’ length negotiations and each of the Company and  the Trust understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (iv) any duties and obligations that the Underwriters may have to the Company or the Trust shall be limited to those duties and obligations specifically stated herein; and (v) notwithstanding anything in this Agreement to the contrary, each of the Company and the Trust acknowledges that the Underwriters may have financial interests in the success of the offering of the Units that are not limited to the difference between the price to the public and the purchase price delivered to the Company by the Underwriters for the Units and that such interests may differ from the interests of the Company and the Trust, and the Underwriters have no obligation to disclose, or account to the Company or the Trust for any benefit that they may derive from, such additional financial interests.  Each of the Company and the Trust hereby waives and releases, to the fullest extent permitted by applicable law, any claims that the Company or the Trust may have against the Underwriters with respect to any breach or alleged breach of fiduciary duty and agree that the Underwriters shall have no liability (whether direct or indirect) to the Company or the Trust in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or the Trust or any of their respective members, managers, employees or creditors.

17.           Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without reference to choice of law principles thereunder.

This Agreement may be signed in various counterparts, which together shall constitute one and the same instrument.

This Agreement shall be effective when, but only when, at least one counterpart hereof shall have been executed on behalf of each party hereto.

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The Company, the Trust and the Underwriters each hereby irrevocably waive any right they may have to a trial by jury in respect to any claim based upon or arising out of this Agreement or the transactions contemplated hereby.

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Please confirm that the foregoing correctly sets forth the agreement among the Company, the Trust and the several Underwriters.

Signature Page to Underwriting Agreement

Signature Page to Underwriting Agreement

SCHEDULE I

I-1

SCHEDULE II

Free Writing Prospectuses

None.

II-1

SCHEDULE III

Information Included in “Time of Sale Information”

III-1

SCHEDULE IV

Persons Delivering Lock-Up Agreements

VOC Partners, LLC

J. Michael Vess

L. D. Davis

Will Price

C. J. Lett

William R. Horigan

Brian Gaudreau

Barry Hill

Alan Howarter

Each Directed Unit Program Participant purchasing in excess of $100,000 worth of Trust Units

IV-1

EXHIBIT A

                , 2011

VOC Energy Trust
c/o The Bank of New York Mellon Trust Company, N.A.
Attn:  Michael J. Ulrich
919 Congress Avenue, Suite 500
Austin, Texas 78701

Raymond James & Associates, Inc.
Morgan Stanley & Co. Incorporated
As Representatives of the Several Underwriters

c/o Raymond James & Associates, Inc.
880 Carillon Parkway
St. Petersburg, Florida  33716

c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, NY 10036

Re:       Restriction of Sales of VOC Energy Trust Units

Dear Sirs:

This letter is delivered to you pursuant to the Underwriting Agreement (the “Underwriting Agreement”) to be entered into among VOC Energy Trust, a statutory trust formed under the laws of the State of Delaware (the “Trust”), VOC Brazos Energy Partners, L.P., a Texas limited partnership (the “Company”), and Raymond James & Associates, Inc. and Morgan Stanley & Co. Incorporated as the representatives (the “Representatives”) of the several underwriters (the “Underwriters”) listed on Schedule I thereto. Upon the terms and subject to the conditions of the Underwriting Agreement, (i) the Company proposes to sell to the Underwriters units of beneficial interest (the “Units”) in the Trust, and (ii) the Underwriters intend to effect a public offering of the Units, as described in and contemplated by the registration statement of the Trust and the Company on Form S-1, File No. 333-171474 (the “Registration Statement”), as filed with the Securities and Exchange Commission on December 30, 2010 and as amended thereafter (the “Offering”).

The undersigned recognizes that it is in the best financial interests of the undersigned, as a limited partner or member of the executive management team of the Company, or an owner of Units or other securities of the Trust or other securities that are derived from the Subject Interests that are substantially similar to the Units (the “Trust Securities”), that the Company and Trust complete the proposed Offering.

A-1

The undersigned further recognizes that the Trust Securities held by the undersigned are, or may be, subject to certain restrictions on transferability, including those imposed by United States federal securities laws. Notwithstanding these restrictions, the undersigned has agreed to enter into this letter agreement to further assure the Underwriters that the Trust Securities of the undersigned, now held or hereafter acquired, will not enter the public market at a time that might impair the underwriting effort.

Therefore, as an inducement to the Underwriters to execute the Underwriting Agreement, the undersigned hereby acknowledges and agrees that the undersigned will not (i) offer, sell, contract to sell, announce the intention to sell, pledge, grant or sell any option or contract to purchase or otherwise dispose of any Trust Securities, or any securities convertible into or exercisable or exchangeable for, or any rights to purchase or otherwise acquire, any Trust Securities held by the undersigned or acquired by the undersigned after the date hereof, or that may be deemed to be beneficially owned by the undersigned (collectively, the “Lock-Up Units”), pursuant to the Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Act”), and the Securities Exchange Act of 1934, as amended, for a period commencing on the date hereof and ending 180 days after the date of the Prospectus first filed pursuant to Rule 424(b) under the Act, inclusive (the “Lock-Up Period”), without the prior written consent of the Representatives or (ii) exercise or seek to exercise or effectuate in any manner any rights of any nature that the undersigned has or may have hereafter to require the Company or the Trust to register under the Act the undersigned’s sale, transfer or other disposition of any of the Lock-Up Units or other securities of the Trust held by the undersigned, or to otherwise participate as a selling securityholder in any manner in any registration effected by the Company or the Trust under the Act, including under the Registration Statement, during the Lock-Up Period. The foregoing restrictions are expressly agreed to preclude the undersigned from (x) entering into any swap or other agreement that transfers any of the economic consequences of ownership of or otherwise transfer or dispose of, directly or indirectly, any of the Lock-Up Units or (y) entering into any hedging, collar (whether or not for any consideration) or other transaction or arrangement that is designed to or reasonably expected to lead or result in a transfer, in whole or part, of any of the economic consequences of ownership of the Lock-Up Units. Such prohibited hedging or other transactions would include any short sale or any purchase, sale or grant of any right (including any put or call option or reversal or cancellation thereof) with respect to any Lock-Up Units or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from Lock-Up Units.(1)

Notwithstanding the foregoing if (i) during the last 17 days of the Lock-Up Period, the Trust issues an earnings release or announces material news or a material event relating to the Trust occurs or (ii) prior to the expiration of the Lock-Up Period, the Trust announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the Lock-Up Period shall continue until the expiration of the 18-day period beginning on the date of issuance of the earnings release or the announcement of the material

(1) The Lock-Up Agreement executed by VOC Partners, LLC will have the following additional language: The foregoing restrictions shall not apply to the pledge of Trust Units pursuant to and in accordance with the Amended and Restated Credit Agreement dated as of the date hereof among the Company, VOC Partners, Bank of America, N.A. and the other lenders party thereto from time to time.

A-2

news or the occurrence of the material event, unless the Representatives, on behalf of the Underwriters, waives such extension in writing.

It is understood that, if the Underwriting Agreement (other than the provisions thereof that survive termination) shall terminate or be terminated prior to payment for and delivery of the Units, you will release the undersigned from the obligations under this letter agreement.

In furtherance of the foregoing, the Trust and its transfer agent and registrar are hereby authorized to decline to make any transfer of Lock-Up Units if such transfer would constitute a violation or breach of this letter. This letter shall be binding on the undersigned and the respective successors, heirs, personal representatives and assigns of the undersigned. Capitalized terms used but not defined herein have the respective meanings assigned to such terms in the Underwriting Agreement.

A-3

EXHIBIT B

FORM OF OPINION OF MORRIS JAMES LLP

1.             The Trust has been duly created and is validly existing in good standing as a statutory trust under the Delaware Statutory Trust Act, 12 Del. C. § 3801 et seq. (the “DST Act”), and all filings required under the laws of the State of Delaware with respect to the creation and valid existence of the Trust as a statutory trust have been made.

2.             The Trust has the statutory trust power and authority under the DST Act and the Trust Agreement to own properties, conduct its business and issue the Trust Units, all as described in the Trust Agreement, and to perform its obligations thereunder and to execute and deliver, and to perform its obligations under, the Transaction Documents (as such term is defined in the Trust Agreement) to which it is a party.

3.             The Trust Agreement has been duly authorized by the Delaware Trustee, and assuming the due execution and delivery by all parties thereto, the Trust Agreement will constitute a legal, valid and binding obligation of each of the parties thereto, enforceable against each of them in accordance with its terms.

4.             Upon the execution and delivery of the Trust Agreement and the commencement of the transactions described therein and in the Registration Statement, the Time of Sale Information and the Prospectus, all as described in the Registration Statement, the Time of Sale Information and the Prospectus, the Trust Units will have been duly authorized for issuance by the Trust and, upon (a) receipt of the consideration for the Trust Units by the Trust and (b) the entry of a notation in an ownership ledger maintained by the Trustee for the purpose of evidencing the ownership of the Trust Units pursuant to Section 4.01 of the Trust Agreement, all as described in the Trust Agreement, Registration Statement, the Time of Sale Information and the Prospectus, the Trust Units issued to the Company will constitute valid, fully paid and nonassessable beneficial interests in the assets of the Trust, entitled to the benefits of the Trust Agreement.

5.             Pursuant to Section 3803 of the DST Act, upon the valid issuance of the Trust Units to the Trust Unitholders in accordance with Section 4.01 of the Trust Agreement, the Trust Unitholders will be entitled to the same limitation of personal liability under Delaware Law as is extended to stockholders of private corporations for profit organized under the General Corporation law of the State of Delaware.

6.             The Underwriting Agreement has been duly authorized by the Trust.

7.             No approval, authorization, consent or other action by, or filing with, any governmental authority of the State of Delaware is required in connection with the issuance, execution and delivery of the Transaction Documents (as such term is defined in the Trust Agreement) or the Trust Units, as applicable, by the Trust, or the consummation by the Trust of the transactions contemplated by the Transaction Documents (as such term is defined in the Trust Agreement) to which the Trust is a party, other than the filing of the Trust’s certificate of trust with the Office of the Secretary of the State of Delaware (which certificate of trust has been duly filed).

B-1

8.             The issuance, execution and delivery by the Trust of the Transaction Documents (as such term is defined in the Trust Agreement) to which the Trust is a party or the Trust Units, as applicable, the performance by the Trust of its obligations thereunder or the consummation by the Trust of the transactions contemplated by the Transaction Documents (as such term is defined in the Trust Agreement) to which the Trust is a party do not result in a violation of the Trust’s certificate of trust or the Trust Agreement, or of any existing law or regulation of the State of Delaware known by us to be applicable to the Trust.

In rendering such opinion, such counsel may (i) rely in respect of matters of fact upon certificates of officers and other employees of the Company and upon information obtained from public officials, (ii) assume that all documents submitted to such counsel as originals are authentic, that all copies submitted to such counsel conform to the originals thereof, and that the signatures on all documents examined by such counsel are genuine and (iii) state that such opinions are limited to matters governed by the laws of the State of Delaware.

B-2

EXHIBIT C

FORM OF OPINION OF FOULSTON SIEFKIN LLP

1.             The Trust is duly qualified to conduct its business as a foreign statutory trust and is in good standing in the State of Kansas.  The Trustee is not required to qualify to transact business or appoint an agent for service of process in the State of Kansas solely as a result of the activities of the Trustee with respect to the Trust (as all such activities are described in the Registration Statement, the Time of Sale Information and the Prospectus), and such activities of the Trustee pursuant to the Trust Agreement will not require the appointment of an ancillary trustee in the State of Kansas.

2.             KEP is a limited liability company validly existing in good standing under the laws of the State of Kansas, with full limited liability company power and authority to own oil and gas assets and conduct its business as described in the Registration Statement, the Time of Sale Information and the Prospectus (and any amendment or supplement thereto).

3.             As of the Closing Date the Company owns 100% of the outstanding limited liability company interests in KEP.  All of such limited liability company interests have been duly authorized and have been validly issued, and are fully paid and nonassessable.

4.             The Conveyance has been duly authorized and when duly executed by the proper officers, managers or members KEP and delivered by KEP to the Trust, will constitute valid and binding agreements of KEP enforceable against KEP in accordance with its terms, except as such enforceability may be limited by (A) the application of bankruptcy, reorganization, insolvency or other laws affecting creditors’ rights generally and (B) equitable principles being applied at the discretion of a court before which any proceeding may be brought; the form of the Conveyance to be filed is adequate and sufficient under the laws of the State of Kansas to transfer title to the Net Profits Interest to the Trust and complies with the laws of the State of Kansas relating to recording, filing and registration laws and regulations; the recording of the Conveyance in the appropriate real property records in each county in the State of Kansas where the Subject Interests are located is sufficient to provide the Trust the protections afforded to a grantee of real property under the recordation laws of the State of Kansas against purchasers or creditors of the Grantor subsequently acquiring interests in the Subject Interests, and such purchasers and creditors of the Grantor will be deemed to purchase with notice of, and subject to, such Net Profits Interest and the Conveyance.

5.             No consent of or with any Kansas court, governmental agency or body having jurisdiction over the Trust or its properties in the State of Kansas is required in connection with (i) the issuance and sale of the Trust Units as described in the Registration Statement, the Time of Sale Information and the Prospectus, (ii) the execution, delivery and performance of this Agreement and the Operative Agreements by the Trust, the Company, KEP and VOC Partners and (iii) the consummation of the Transactions and any other transactions contemplated by the Underwriting Agreement or the Operative Agreements, except (A) consents required under state securities or “Blue Sky” laws in the State of Kansas in connection with the purchase and distribution of the Units by the Underwriters, as to which we give no opinion, (B) for such consents that have been, or prior to the Closing Date will be, obtained or made or (C) for such

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consents that, if not obtained, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or materially impair the ability of the Trust, the Company, KEP or VOC Partners to consummate the Transactions or any other transactions provided for in this Agreement or the Transaction Documents.

6.             None of (i) the issuance, offer, sale or delivery of the Firm Units by the Company, (ii) the execution, delivery or performance of the Underwriting Agreement, the Organizational Trust Agreement, the Trust Agreement, the Administrative Services Agreement, Contribution and Exchange Agreement or the Registration Rights Agreement by the Company, KEP or VOC Partners, or (iii) the consummation by the Company, KEP or VOC Partners of the Transactions or any other transactions contemplated by the Underwriting Agreement and the Operative Agreements, (A) conflicts or will conflict with the articles of KEP’s Articles of Organization or operating agreement, (B) constitutes or will constitute a breach of, or a default under, any bond, mortgage, deed of trust, loan, indenture, material agreement, lease or other instrument known to us to which KEP is a party or by which any of its properties is bound, or (C) violates or will result in any violation of the laws of the State of Kansas, except in the case of clauses (B) and (C) for any breach, default or violation that would not reasonably be expected to have a Material Adverse Effect or materially impair the ability of the Trust, the Company, KEP or VOC Partners to consummate the Transactions or any other transactions provided for in the Underwriting Agreement or the Transaction Documents.

7.             A beneficial owner of a Trust Unit will not be subject to personal liability under the laws of the State of Kansas by virtue of said ownership.

In rendering such opinion, such counsel may (i) rely in respect of matters of fact upon certificates of officers and other employees of the Company and KEP and the Trustee and upon information obtained from public officials, (ii) assume that all documents submitted to them as originals are authentic, that all copies submitted to them conform to the originals thereof, and that the signatures on all documents examined by them are genuine, (iii) state that their opinion is limited to the laws of the State of Kansas, (v) state that they express no opinion with respect to (A) any permits to own or operate any real or personal property or (B) state or local tax statutes to which the Company, KEP or the Trust may be subject, and (vi) with respect to the existence of any Lien for which a financing statement under the Uniform Commercial Code of any state is on file, such counsel’s opinion is based solely upon such counsel’s review of a specific search of such state’s Secretary of State (each of which shall be as of a date not more than 10 days prior to the Closing Date or the Additional Closing Date and shall be provided to counsel to the Underwriters).

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EXHIBIT D

FORM OF OPINION OF VINSON & ELKINS L.L.P.

1.             The Company is a limited partnership duly formed and validly existing in good standing under the laws of the State of Texas, with full power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Time of Sale Information and the Prospectus (and any amendment or supplement thereto).

2.             Neither the Trust nor the Trustee is required to qualify to transact business or appoint an agent for service of process in the State of Texas as a result of the ownership, operation or activities of the Trust or the Trustee with respect to the Trust (as all such activities are described in the Registration Statement, the Time of Sale Information and the Prospectus), and such activities of the Trustee pursuant to the Trust Agreement will not require the appointment of an ancillary trustee in the State of Texas.

3.             The Company has all requisite power and authority to enter into this Agreement and to sell and deliver the Units to be sold by it to the Underwriters as provided herein.  The Agreement has been duly authorized, executed and delivered by the Company.

4.             The Conveyance has been duly authorized, executed and delivered by the Company, and constitutes a valid and binding agreement of the Company under the laws of State of Texas, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); the form of the Conveyance to be filed is adequate and sufficient under the laws of the State of Texas to transfer title to the Net Profits Interest to the Trust and complies with the laws of the State of Texas relating to recording, filing and registration laws and regulations; the recording of the Conveyance in the appropriate real property records in each county in the State of Texas where the Subject Interests are located will cause the Conveyance to constitute a fully conveyed and vested real property interest and is sufficient to provide the Trust the protections afforded under the recordation laws of the State of Texas against purchasers or creditors of the Company subsequently acquiring interests in the Subject Interests, and such purchasers and creditors of the Company will be deemed to purchase with notice of, and subject to, such Net Profits Interest; and the Conveyance and the related Net Profits Interest and will not constitute executory contracts under the laws of the State of Texas or under the federal bankruptcy code.

5.             A beneficial owner of a Trust Unit will not be subject to personal liability under the laws of the State of Texas by virtue of said ownership.

6.             No consent of or with any Texas or federal court, governmental agency or body having jurisdiction over the Trust, the Company, KEP or VOC Partners or their respective properties is required in connection with (i) the issuance and sale of the Trust Units as described in the Registration Statement, the Time of Sale Information and the Prospectus, (ii) the execution, delivery and performance of this Agreement and the Operative Agreements by the Trust, the Company, KEP or VOC Partners and (iii) the consummation of the Transactions and

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any other transactions contemplated by this Agreement and the Operative Agreements, except (A) for registration of the Trust Units under the Act and consents required under the Exchange Act, and applicable state securities or “Blue Sky” laws in connection with the purchase and distribution of the Units by the Underwriters, (B) for such consents that have been, or prior to the Closing Date will be, obtained or made, (C) for such consents that, if not obtained, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or materially impair the ability of the Trust, the Company, KEP or VOC Partners to consummate the Transactions or any other transactions provided for in this Agreement or the Transaction Documents and (D) except as described in the Registration Statement, the Time of Sale Information and the Prospectus.

7.             None of (i) the issuance and sale of the Trust Units as described in the Registration Statement, Time of Sale Information and the Prospectus, (ii) the execution, delivery and performance of the Agreement and the Operative Agreements by the Trust, the Company, KEP and VOC Partners, or (iii) the consummation of the Transactions and any other transactions contemplated by the Agreement and the Operative Agreements, (A) conflicts or will conflict with or constitutes or will constitute a breach of, or a default under, the Certificate of Limited Partnership of the Company or the Amended and Restated Agreement of Limited Partnership of the Company, (B) conflicts or will conflict with or constitutes or will constitute a breach or violation of, or a default (or an event which, with notice or lapse of time or both, would constitute such a default), under any agreement or instrument filed as an exhibit to the Registration Statement, (C) violates or will violate any federal, Delaware or Texas statute, law or regulation or any order, judgment, decree or injunction known to such counsel of any federal, Delaware or Texas court or governmental agency or body directed to any of the Trust, the Company, KEP or VOC Partners or any of their respective properties or assets in a proceeding to which any of them or their respective properties or assets is a party or is bound or (D) results or will result in the creation or imposition of any Lien upon any property (including, without limitation, the Subject Interests) or assets of the Trust, which conflicts, breaches, violations, defaults, events or Liens, in the case of clauses (B), (C) or (D), would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or materially impair the ability of the Trust, the Company, KEP or VOC Partners to consummate the Transactions or any other transactions provided for in the Agreement or the Transaction Documents.

8.             Each of the Trust Agreement and the Administrative Services Agreement has been duly authorized, executed and delivered by the Company and, assuming the due authorization, execution and delivery by the parties thereto other than the Company, constitutes a valid and legally binding agreement of the parties thereto, enforceable against each of them in accordance with its respective terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

9.             The statements set forth in the Registration Statement, the Time of Sale Information and the Prospectus under the captions “Prospectus summary,” “The trust,” and “Computation of Net Proceeds,” “Description of the trust agreement,” “Description of the trust units,” “Federal Income Tax Considerations,” and “ERISA considerations,” insofar as they purport to constitute summaries of provisions of federal, Texas or Delaware statutes, rules and

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regulations, or of any specific agreement or instrument, constitute complete and accurate summaries thereof in all material respects; and the descriptions of the Units contained in the Registration Statement, the Time of Sale Information and the Prospectus under the captions “Prospectus Summary,” “The trust,” “Description of the trust agreement,” and “Description of the trust units” constitute accurate summaries of the terms of the Units in all material respects.

10.           To the knowledge of such counsel, neither the filing of the Registration Statement nor the offering or sale of the Units as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Units or other securities of the Trust.

11.           To the knowledge of such counsel, there are no (i) legal or governmental proceedings pending or threatened to which the Company, KEP or the Trust is a party or to which any of their respective properties is subject that are required to be described in the Registration Statement, the Time of Sale Information or the Prospectus but are not so described as required by the Act or (ii) agreements, contracts, indentures, leases or other instruments that are required to be described in the Registration Statement, the Time of Sale Information and the Prospectus or to be filed as exhibits to the Registration Statement that are not described or filed as required by the Act.

12.           The Registration Statement was declared effective under the Act as of the date and time specified in such opinion; to the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or threatened by the Commission; and any required filing of the Prospectus pursuant to Rule 424(b) under the Act has been made in the manner and within the time period required by such Rule.

13.           The Registration Statement, on the Effective Date and on the Closing Date and any Additional Closing Date, and the Prospectus, when filed with the Commission pursuant to Rule 424(b) and on the Closing Date and any Additional Closing Date, appeared on their face appropriately responsive, in all material respects, to the requirements of the Act and the rules and regulations thereunder, except that in each case such counsel need express no opinion with respect to the financial statements and the notes and schedules thereto and the independent public accounting firm’s report thereon, the oil and gas reserve data, or other financial data, accounting data and statistical data contained in or omitted from the Registration Statement, the Time of Sale Information or the Prospectus.

14.           Neither the Company, KEP nor VOC Partners is, nor after giving effect to the offering and sale of the Trust Units and the application of the net proceeds from such sale as described in the Registration Statement, the Time of Sale Information and the Prospectus under the caption “Use of Proceeds” and the sale of the Trust Units to VOC Partners pursuant to the Trust Unit Purchase Agreement, will be, an “investment company” or a company “controlled by” an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an investment company within the meaning of the Investment Company Act of 1940, as amended.

15.           Assuming that each Underwriter acquires its interest in the Units it has purchased from the Company without notice of any adverse claim (within the meaning of Section 8-105 of

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the UCC), each Underwriter that has purchased such Units, which have been delivered on the Closing Date to The Depository Trust Company, by making payment therefor as provided in this Agreement, and that has had such Units credited to the securities account or accounts of such Underwriters maintained with The Depository Trust Company, will have acquired a security entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Units purchased by such Underwriter, and no action based on an adverse claim (within the meaning of Section 8-105 of the UCC) may be asserted against such Underwriter with respect to such Units.

16.           The opinion letter of Vinson & Elkins L.L.P. that is filed as Exhibit 8.1 to the Registration Statement is confirmed, and the Underwriters may rely upon such opinion letter as if it were addressed to them.

In addition, such counsel shall state that they have reviewed the Registration Statement, the Time of Sale Information and the Prospectus and have participated in conferences with officers and other representatives of the Company and the Trust, the independent registered public accounting firm of the Trust and the Company and representatives of the Underwriters, at which the contents of the Registration Statement, the Time of Sale Information and the Prospectus and related matters were discussed, and although such counsel has not independently verified, is not passing upon, and is not assuming any responsibility for the accuracy, completeness or fairness of the statements contained in, the Registration Statement, the Time of Sale Information and the Prospectus (except to the extent specified in the foregoing opinions), based on the foregoing, no facts have come to such counsel’s attention that lead such counsel to believe that:

(A)  the Registration Statement, at the Effective Time, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading,

(B)   the Time of Sale Information, as of the Time of Sale, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or

(C)   the Prospectus, as of its date and as of the Closing Date or the Additional Closing Date, included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

it being understood that such counsel expresses no statement or belief with respect to (a) the financial statements and related schedules, including the notes thereto and the independent public accounting firm’s report thereon, (b) the oil and gas reserve data, or (c) other financial data, accounting data and statistical data contained therein or omitted therefrom.

In rendering such opinion, such counsel may (i) rely in respect of matters of fact upon certificates of officers and other employees of the Company upon information obtained from public officials; (ii) assume that all documents submitted to them as originals are authentic, that all copies submitted to them conform to the originals thereof, and that the signatures on all documents examined by them are genuine; (iii) with respect to the opinion expressed as to the

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good standing of the Company, state that such opinion is based upon certificates provided by the Secretary of State of Texas (which shall be dated as of a date not more than 10 days prior to the Closing Date and the Additional Closing Date and shall be provided to counsel to the Underwriters) and express no conclusions beyond what are stated in such certificate; (iv) state that their opinion is limited to federal laws and the laws of the States of Texas, Delaware and New York; and (v) state that they express no opinion with respect to (A) any permits to own or operate any real or personal property or (B) state or local tax statutes to which the Company or the Trust may be subject.

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EXHIBIT E

FORM OF OPINION OF ANDREWS KURTH LLP

1.             Assuming the due authorization by the Trust of this Agreement, the Conveyance and the Registration Rights Agreement, this Agreement, the Conveyance and the Registration Rights Agreement have been validly executed and delivered by the Trust.

2.             The Trust Agreement and the Administrative Services Agreement have each been duly authorized, validly executed and delivered by the Trustee.

In rendering such opinion, such counsel may (i) rely in respect of matters of fact upon certificates of the Trustee and upon information obtained from public officials, (ii) assume that all documents submitted to such counsel as originals are authentic, that all copies submitted to such counsel conform to the originals thereof, and that the signatures on all documents examined by such counsel are genuine and (iii) state that such opinion is limited to matters governed by the laws of the State of  Delaware.

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