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connection with the registration statement on Form S-4 (File No. 333-[•]) initially filed by Permian Resources on [•], 2023, including the joint proxy statement/prospectus forming a part thereof, relating to the transactions contemplated by the Merger Agreement (as amended through the date hereof, the “Registration Statement”), you have requested our opinion as to certain material U.S. federal income tax matters set forth in the Registration Statement under the caption “The Mergers—Material U.S. Federal Income Tax Consequences of the Company Mergers”.
In providing our opinion, we have examined the Merger Agreement, the Registration Statement and such other documents, records, and papers as we have deemed necessary or appropriate in order to give the opinion set forth herein. Further, in providing our opinion, we have made certain reasonable assumptions, including that (i) the Mergers and the related transactions will be consummated in accordance with the provisions of the Merger Agreement and the other agreements referred to therein (the “Transaction Documents”) and as described in the Registration Statement (and no covenants or conditions described therein and affecting this opinion will be waived or modified), (ii) all of the information, facts, statements, representations, covenants, and undertakings set forth in the Transaction Documents (including the Company Officer’s Tax Certificate and the Parent Officer’s Tax Certificate) and the Registration Statement are or will be true, complete, and correct in all respects and will remain true, complete, and correct in all respects at all times up to and including the effective times of transactions contemplated by the Merger Agreement, and no actions have been taken or will be taken that are inconsistent with such information, facts, statements, representations, covenants, or undertakings or that will make any such information, facts, statements, representations, covenants, or undertakings untrue, incomplete, or incorrect at the effective times of transactions contemplated by the Merger Agreement, (iii) any representations and statements made in any of the documents referred to herein qualified by knowledge, belief, expectation, intent, or materiality or comparable qualification are true, complete, and correct in all respects and will continue to be true, complete, and correct in all respects at all times up to and including the effective times of transactions contemplated by the Merger Agreement, in each case without such qualification, (iv) the Transaction Documents represent the entire understanding of the parties with respect to the Mergers, there are no other written or oral agreements regarding the Mergers other than the Transaction Documents; (v) all documents submitted to us as originals are authentic, all documents submitted to us as copies conform to the originals, all relevant documents have been or will be duly executed in the form presented to us, and all natural persons who have executed such documents are of legal capacity, (vi) the Company Officer’s Tax Certificate and the Parent Officer’s Tax Certificate will be executed by appropriate and authorized officers of Earthstone or Permian Resources, as applicable, in a form that is acceptable to us, and (vii) all applicable reporting requirements with respect to the Mergers have been or will be satisfied. If any of the assumptions described above are untrue for any reason, or if the Mergers are consummated in a manner that is different from the manner described in the Merger Agreement or the Registration Statement, our opinion as expressed below may be adversely affected.