Exhibit

We hereby consent to the incorporation by reference in the Registration Statement on Form S‑3 of PDC Energy, Inc. (No. 333-202853 and No. 333-215422) and to the incorporation by reference in the Registration Statements on Form S-8 of PDC Energy, Inc. (No. 333-189685, No. 333-167945, No. 333-137836, No. 333-118222 and No. 333-118215), of our report dated February 28, 2017, relating to the consolidated financial statements, financial statement schedule, and the effectiveness of internal control over financial reporting, which appears in this Form 10‑K.