300 Colorado Street, Suite 2400

Austin, TX 78701

Tel: +1.737.910.7300 Fax: +1.737.910.7301

www.lw.com

FIRM / AFFILIATE OFFICES

Austin    Milan

Beijing    Munich

Boston    New York

Brussels    Orange County

Century City    Paris

Chicago    Riyadh

Dubai    San Diego

Düsseldorf    San Francisco

Frankfurt    Seoul

Hamburg    Silicon Valley

Hong Kong    Singapore

Houston    Tel Aviv

London    Tokyo

Los Angeles    Washington, D.C.

Madrid    

June 28, 2024

TXO Partners, L.P.
400 West 7th Street
Fort Worth, Texas 76102

Re: Registration Statement on Form S-3 (Registration No. 333-277671); 7,475,000 units representing limited partnership interests

To the addressee set forth above:

We have acted as special counsel to TXO Partners, L.P., a Delaware limited partnership (the “Partnership”), in connection with the proposed issuance of up to 7,475,000 units representing limited partnership interests in the Partnership (the “Common Units”), including up to 975,000 Common Units issuable upon the exercise of the underwriter’s option to purchase additional Common Units. The Common Units are included in a registration statement on Form S–3 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on March 5, 2024 (Registration No. 333-277671) (as so filed, the “Registration Statement, a base prospectus dated March 14, 2024 (the “Base Prospectus”) and a prospectus supplement dated June 26, 2024 filed with the Commission pursuant to Rule 424(b) under the Act (together with the Base Prospectus, the “Prospectus”). The Common Units are being sold pursuant to an underwriting agreement dated June 26, 2024 by and among Raymond James & Associates, Inc., as underwriter, TXO Partners GP, LLC, a Delaware limited liability company and the general partner of the Partnership, and the

June 28, 2024

Page 2

Partnership (the “Underwriting Agreement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related Prospectus, other than as expressly stated herein with respect to the issue of the Common Units.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the general partner of the Partnership and others as to factual matters without having independently verified such factual matters. We are opining herein as to the Delaware Revised Uniform Limited Partnership Act (the “DRULPA”) and we express no opinion with respect to any other laws.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Common Units shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers, and have been issued by the Partnership against payment therefor in the circumstances contemplated by the Underwriting Agreement, the issue and sale of the Common Units will have been duly authorized by all necessary limited partnership action of the Partnership, and such Common Units will be validly issued and, under the DRULPA, purchasers of the Common Units will have no obligation to make further payments for their purchase of Common Units or contributions to the Partnership solely by reason of their ownership of Common Units or their status as limited partners of the Partnership, and no personal liability for the obligations of the Partnership, solely by reason of being limited partners of the Partnership.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Partnership’s Form 8-K dated June 28, 2024 and to the reference to our firm in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Sincerely,

/s/ Latham & Watkins LLP