INVESTOR PRESENTATIONWPX STRATEGIC ALLIANCE OVERVIEW

MAY 6, 2014

Forward-Looking Statements

2

Statements made by representatives of Legacy Reserves LP (the “Partnership”) during thecourse of this presentation that are not historical facts are forward-looking statements. Thesestatements are based on certain assumptions made by the Partnership based onmanagement’s experience and perception of historical trends, current conditions, anticipatedfuture developments and other factors believed to be appropriate. Such statements are subjectto a number of assumptions, risks and uncertainties, many of which are beyond the control ofthe Partnership, which may cause actual results to differ materially from those implied orexpressed by the forward-looking statements. These include risks relating to financialperformance and results, availability of sufficient cash flow to pay distributions or makepayments on our notes and execute our business plan, prices and demand for oil and naturalgas, our ability to replace reserves and efficiently exploit our current reserves, whether thePending Acquisition and Bolt-On Acquisitions (as defined herein) will be consummated, ourability to make acquisitions on economically acceptable terms, and other important factorsthat could cause actual results to differ materially from those anticipated or implied in theforward-looking statements. Please see the factors described in the Partnership’s AnnualReport on Form 10-K for the year ended December 31, 2013 in Item 1A under “Risk Factors”and subsequent filings with the Securities and Exchange Commission. The Partnershipundertakes no obligation to publicly update any forward-looking statements, whether as aresult of new information or future events.The reserve information with respect to the Pending Acquisition and Bolt-On Acquisitionspresented herein is based on our internal evaluation and interpretation of reserve and otherinformation provided to us in the course of our due diligence with respect to the PendingAcquisition and Bolt-On Acquisitions and has not been independently verified or estimated.

1

10

100

1,000

Jan-14 Jul-14 Jan-15 Jul-15 Jan-16 Jul-16 Jan-17 Jul-17

MM

cfe/

d

Pending Acquisition Overview

3

Legacy Reserves LP (NASDAQ: LGCY) forms strategic alliance with WPX Energy (NYSE: WPX) through acquisition of a non-operated, escalating working interest in certain Piceance Basin natural gas wells (the “Pending Acquisition”)

Escalating working interest: initial 29% steps up to 37% on 1/1/15, then to 41% on 1/1/16

Operatorship remains with WPX

Consideration includes $355 million in cash (subject to customary purchase price adjustments) and newly-created Incentive Distribution Units (IDRs)

10% of LGCY’s IDRs issued to WPX and immediately vested

WPX can vest in up to an additional 20% of IDRs through future drop-downs to LGCY

Effective Date: January 1, 2014

276 Bcfe (46 MMBoe) proved reserves (100% PDP)

83% natural gas, 15% NGL, 2% oil

63 MMcfe/d (10.5 MBoe/d) Q3E 2014 production

12.0 R/P ratio

Wells Fargo, our Admin Agent, has committed to a portion of, and is seeking lender approval for, a $950 million borrowing base, which is expected by May 22nd

Have received requisite consent to increase Debt / EBITDA covenant from 4.0x to 4.5x until June 30, 2015

Working Interest Escalations

Key Economic Terms Asset Highlights

Location Map

Financing Net Projected Production Profile

52%

41%

7%

Pro Forma Assets

4

Permian Basin Rocky Mountain Mid‐Continent

Standalone(1)

(88% PD)Acquisitions(2)(3)

(99% PD)Pro Forma

(92% PD)

87.6 MMBoe 55.0 MMBoe 142.6 MMBoe

Oil Gas NGL

Note: Darker shading represents increased reserve concentration(1) Independent reserve estimate as of 12/31/13 per the 10-K. Production based on Q1 2014.(2) Includes Pending Acquisition based on internal proved reserve estimates as of 12/31/13 based on SEC benchmark pricing. Production based on estimated Q3 2014. (3) Includes Caprock and Sheridan County, MT acquisitions (together the “Bolt-On Acquisitions”) based on internal estimates per press release dated 3/26/14.

78%

11%11%

11%

89%

65%

30%

5% 17%

70%

13%

47%

46%

8%

19,478

11,390

30,868

Production (Boe / d)

Investment Rationale of Pending Acquisition

5

Strategic Alliance

High Quality MLP Assets

Increased Scale and Diversification

Attractive Economics

WPX is a world-class Rockies operator with a deep inventory of MLP-friendly assetsUnmatched experience, infrastructure, and economics in the Piceance Basin

IDRs incentivize both parties to make future transactions WPX can vest in up to an additional 20% of the IDRs by dropping more assets into LGCY

Enhanced acquisition platform – this transaction, including the newly-established IDRs, creates a template for future deals with 3rd parties

Low decline, 100% PDP assets in the heart of the Piceance Basin 10% avg. annual PDP terminal decline rate(1), excluding escalating working interest Escalating working interest holds production roughly flat over the next few years

2,730 producing wells with an average age of 9.1 years mitigate risks (predictable production curves, minimal single well risk) Low estimated lifting costs ($1.22 / Mcfe)(2)

Adds 46 MMBoe of internally estimated proved reserves and 10.5 MBoe/d of estimated Q3 2014 production, increases of over 50%

Scale enhances credit profile and earnings potential Pro forma 54% liquids balances LGCY’s commodity mix and expands optionality in current commodity price environment

Drives immediate and long-term accretion to unitholdersLow production decline and increasing working interest structure minimize maintenance capital expenditure requirementsFlatter NYMEX gas curve and 100% PDP content allow for increased “hedgability”

(1) 3-year average from 2017 – 2019(2) Based on Q3E 2014 inclusive of COPAS, gathering, compression, and infrastructure charges

Strategic Alliance & IDR Overview

6

LGCY Objectives:

Provide long-term economic incentive for future transactions between the parties

WPX initially receives and vests in 10% of newly-created IDRs as part of the consideration for initial transaction

WPX can vest in up to an additional 20% through future drop-downs into LGCY

Allow for future alliances with other third-parties using established IDRs as consideration

Utilize well-known economic parameters of IDRs

0% / 13% / 23% IDR excess cash “splits”, similar to most upstream MLP IDR structures

IDRs will not be eligible to receive distributions until the quarterly distribution per LP unit increases above $0.6785

Maintain historical alignment of interest between Management, GP, and LPs

Management and GP will not own IDRs (70% of IDRs remain in treasury at closing)

Insiders own 18% of outstanding LP units

Current LP voting rights remain intact

Maintain LGCY’s competitive cost of capital to support long-term growth

Reset provision allows issuance of LP Unit Equivalent along with reset of IDR splits

In certain circumstances, IDRs can be converted with no further incentive participation

Note: Acreage, proved, and 3P numbers are as of 12/31/13

WPX Company Overview

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WPX Energy (NYSE: WPX), based in Tulsa, Oklahoma, has a $4.3 billion market cap, $6.2 billion TEV (as of 5/5/14), and reported $779 million of 2013 adjusted EBITDAX

Operates in three primary basins: Piceance, Williston, and San Juan

Additional operations in the Powder River Basin, Marcellus, Argentina, and Colombia

Portfolio Summary(1)

Net Production: 1.2 Bcfe/d

1P Reserves: 4.8 Tcfe

3P Reserves: 16.9 Tcfe

20,000 drillable locations

Piceance Overview – Increasing Activity & Efficiencies

Running 9 rigs and drilling 285 wells in 2014,

compared to 7 rigs and 210 wells spud in 2013

Lowest-cost operator in the Piceance Basin

• 34% less D&C capital costs

• 57% less operating lifting costs

Williston• 106 MMBoe Proved• 176 MMBoe 3P• 81k Net Acres

Marcellus• 328 Bcfe Proved• 1,555 Bcfe 3P• 88k Net Acres

San Juan• 517 Bcfe Proved• 1,645 Bcfe 3P• 161k Net Acres

Piceance• 3,019 Bcfe Proved• 11,878 Bcfe 3P• 221k Net Acres

Source: WPX filings, WPX investor presentation, including footnotes therein(1) Portfolio summary as of YE 2013 and excludes contribution from international operations (WPX’s 69%

ownership in APCO, as well as additional acreage owned by WPX).

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APPENDIX

IDR Key Terms

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Units: 1,000,000 IDRs authorized and available for issuance by LGCY

WPX: Issued 300,000 IDRs

Vesting: 100,000 IDRs immediately vest; 200,000 IDRs are available to vest at a rate of 10,000 per $35.5 million of future transactions, provided however that ~66,667 will be forfeited at each of the next three anniversaries of issuance if not already vested

Reset: IDR splits can reset upon 4 consecutive distributions in the “high-splits”

IDR Unitholder receives LP unit equivalent of the average of the last two distributionsNumber of resets is unlimited

Conversion Right: Under certain circumstances, LGCY can fully retire IDRs for LP Unit Equivalent

If >$0.90 but <$1.00, 1.2x LP Unit EquivalentIf >$1.00 but <$1.10, 1.1x LP Unit EquivalentIf >$1.10 1.0x LP Unit Equivalent

Founding Investors, Directors

and ManagementPublic

Legacy Reserves Operating LP

100%

18% LimitedPartner Interest

<0.1% General Partner Interest

100% Ownership Interest

82% LimitedPartner

Interest & Series A

Preferred Units

$1.5 Bn Revolving Credit Facility(1)

$300MM 8.00% Senior Notes$250MM 6.625% Senior Notes

1MM authorized IDRs (100k initially

vested); No LP voting

rightsLegacy Reserves LP

(NASDAQ:LGCY)

Quarterly Distribution Per LP Unit

GP / Unitholders IDRs

Minimum $0.5900 100% 0%

First Threshold Above $0.5900 Up to $0.6785 100% 0%

Second Threshold Above $0.6785 Up to $0.7375 87% 13%

Thereafter Above $0.7375 77% 23%

Legacy ReservesGP, LLC

(1) Wells Fargo has committed to a portion of, and is seeking lender approval for, a $950 million borrowing base, which is expected by May 22nd.

WPX & Other

Potential Parties

Natural Gas Hedging Summary(3)

Oil and Natural Gas Hedging Summary(1)

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Approximately 79% of expected PDP crude oil

production hedged through 2015 at a weighted-

averaged floor price of $92.73 / Bbl

Uses a combination of swaps, three-way collars,

and enhanced swaps

Approximately 81% of expected PDP natural gas

production hedged through 2015 at a weighted-

averaged price of $4.42 / MMBtu

Oil 3-Way Collars Summary

(BB

tu H

edge

d)

(MB

bls

Hed

ged)

(MB

bls

Hed

ged)

Oil Hedging Summary(2)

(1) Hedged percentages do not reflect the Pending Acquisition announced in May 2014.(2) Hedging prices reflect a weighted average of swap prices, long put prices on 3-way collars, and enhanced swap prices.(3) Natural gas hedge prices reflect a weighted average of NYMEX, Waha (West Texas), ANR-OK, and CIG (Rockies) index swap prices and long put prices on 3-way collars.

$110.56 $112.21 $106.40 $104.20$96.59 $89.67 $88.37 $85.00

$71.59 $64.67 $63.37 $60.00

$0.00

$35.00

$70.00

$105.00

$140.00

0

400

800

1,200

1,600

Q2-Q4 2014 2015 2016 2017

3W Collars (MBbls) Avg. 3W Short Call (Price)Avg. 3W Long Put (Price) Avg. 3W Short Put (Price)

$4.40

$4.44

$4.30

-

2,000

4,000

6,000

8,000

10,000

Q2-Q4 2014 2015 2016

Swaps 3W Collars

$94.25$91.05

$88.86

$87.34$90.50

-

800

1,600

2,400

3,200

4,000

Q2-Q4 2014 2015 2016 2017 2018

Swaps 3W Collars Enhanced Swaps

Updated 2014 Financial Guidance(1)

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(1) See following page for important disclosures.

Guidance:

($ in thousands unless otherwise noted) FY 2014E Revised RangeProduction:Oil (MBbls) 4,820 - 4,940Natural gas liquids (MGal) 24,700 - 25,300Natural gas (MMcf) 22,650 - 23,200Total (MBoe) 9,183 - 9,409Average daily production (Boe/d) 25,159 - 25,778

Weighted Average NYMEX Differentials:Oil ($ per Bbl) ($7.00) - ($8.25)NGL realization (1) 0.75% - 0.85%Natural gas ($ per Mcf) $0.27 - $0.32

Expenses:Oil and natural gas production expenses ($/Boe) $18.70 - $19.60Ad valorem and production taxes (% of revenue) 9.00% - 9.50%G&A (2) $29,350 - $30,350

Capital expenditures:Total development capital expenditures $112,000 - $118,000Estimated maintenance capital expenditures $75,300 - $75,300

(1) Represents the projected percentage of WTI crude oil prices divided by 42, as we report NGLs in gallons.

(2) Excludes Long-Term Incentive Compensation and transaction expenses related to acquisitions.

Updated 2014 Financial Guidance Disclaimer

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The table on the preceding slide sets forth certain assumptions being used by LGCY to estimateits anticipated results of operations for 2014. Outside of the Pending Acquisition and Bolt-OnAcquisitions referenced herein, these estimates do not include any future acquisitions ofadditional oil or natural gas properties. In addition, these estimates are based on, among otherthings, assumptions of capital expenditure levels, current indications of supply and demand foroil and natural gas and current operating and labor costs. This guidance does not constitute anyform of guarantee, assurance or promise that the matters indicated will actually be achieved. Theguidance below sets forth management's best estimate based on current and anticipated marketconditions and other factors. While we believe that these estimates and assumptions arereasonable, they are inherently uncertain and are subject to, among other things, significantbusiness, economic, regulatory, environmental and competitive risks and uncertainties that couldcause actual results to differ materially from those we anticipate, as set forth under "Forward-Looking Statements."