Attached files
| file | filename |
|---|---|
| S-1 - AgEagle Aerial Systems Inc. | v168544_s1.htm |
| EX-23.3 - AgEagle Aerial Systems Inc. | v168544_ex23-3.htm |
| EX-23.1 - AgEagle Aerial Systems Inc. | v168544_ex23-1.htm |
| EX-21.1 - AgEagle Aerial Systems Inc. | v168544_ex21-1.htm |
| EX-10.52 - AgEagle Aerial Systems Inc. | v168544_ex10-52.htm |
Law
Office of Anthony N. DeMint
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8350
West Sahara Avenue
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Telephone:
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(702)
586-6436
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Suite
270
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Facsimile:
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(702)
442-7995
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Las
Vegas, Nevada 89117
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email:
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demintlaw@cox.net
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December
9, 2009
EnerJex
Resources, Inc.
27
Corporate Woods, Suite 350
10975
Grandview Drive
Overland
Park, Kansas 66210
Ladies
and Gentlemen:
As
counsel for EnerJex Resources, Inc., a Nevada corporation (the “Company”), I have been
requested to render this opinion in connection with the preparation and filing
of a Registration Statement on Form S-1 (the “Registration Statement”) with
the Securities and Exchange Commission (the “Commission”) for the purposes
of registering under the Securities Act of 1933, as amended (the “Securities Act”), 1,390,000
shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”).
I have
examined the Company’s Registration Statement, the Standby Equity Distribution
Agreement, resolutions of the Company’s Board of Directors relating to the
authorization and issuance of the Common Stock, and such other documents as I
have deemed necessary or appropriate in order to express these
opinions.
In my
examination, I have assumed the legal capacity of all natural persons, the
genuineness of all signatures, the authenticity of all documents submitted to me
as originals, the conformity to original documents of all documents submitted to
me as certified, conformed, photostatic or facsimile copies and the authenticity
of the originals of such latter documents. In making my examination
of executed documents, I have assumed that the parties thereto, other than the
Company, its directors and officers, had the power, corporate or otherwise, to
enter into and perform all obligations thereunder and have also assumed the due
authorization by all requisite action, corporate or otherwise, and execution and
delivery by such parties of such documents and the validity and binding effect
thereof on such parties. As to any facts material to the opinions
expressed herein that were not independently established or verified, I have
relied upon oral or written statements and representations of officers and other
representatives of the Company and others. I have assumed that the
form of certificate or other instrument or document to be issued after the date
hereof representing the Common Stock to be issued under the Registration
Statement will conform in all respects to the requirements applicable under the
Nevada Revised Statutes (the “NRS”).
I do not
express any opinion as to any laws other than the NRS. Insofar as the
opinions expressed herein relate to matters governed by laws other than the NRS,
I have assumed, without having made any independent investigation, that such
laws do not affect any of the opinions set forth herein.
With
respect to the shares of Common Stock, upon (i) the Board having duly
authorized a designated number of shares of Common Stock for issuance at a
minimum price or value of consideration to be set by the Board (such
consideration to be not less than the par value per share), and (ii) such
shares of Common Stock having been issued and delivered against payment of the
consideration therefore as set by the Board, such shares of Common Stock will be
validly issued, fully paid and non-assessable.
I hereby
consent to the filing of this opinion with the Commission as an exhibit to the
Registration Statement. I also hereby consent to the use of my name
under the heading “Legal Matters” in the prospectus which forms a part of the
Registration Statement. In giving this consent, I do not thereby
admit that I am within the category of persons whose consent is required under
Section 7 of the Securities Act or the rules and regulations of the Commission
promulgated thereunder.
This
opinion is expressed as of the date hereof and I disclaim any undertaking to
advise you of any subsequent changes in the facts stated or assumed herein or of
any subsequent changes in applicable laws.
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Very
truly yours,
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/s/
Anthony N. DeMint, Esq.
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