Attached files

                                   EXHIBIT 5





                               HART & TRINEN, LLP
                                ATTORNEYS AT LAW
                             1624 Washington Street
                                Denver, CO 80203
William T. Hart, P.C.              ________           Email:  harttrinen@aol.com
Donald T. Trinen                                      Facsimile:  (303) 839-5414
                                  (303) 839-0061
--

Will Hart
                               September 23, 2011

Synergy Resources Corporation
20203 Highway 60
Platteville, CO 80651

     This letter will  constitute  an opinion  upon the  legality of the sale by
certain  shareholders of Synergy Resources  Corporation,  a Colorado corporation
(the "Company"), of up to 9,000,000 shares of common stock as referred to in the
Registration  Statement on Form S-1 filed by the Company with the Securities and
Exchange Commission.

     We have examined the Articles of Incorporation, the Bylaws, and the minutes
of the Board of Directors of the Company,  and the applicable  laws of the State
of Colorado  applicable  provisions  of the  Colorado  Revised  Statutes and the
Colorado  Constitution,  all reported judicial decisions  interpreting the same,
and a copy of the  Registration  Statement.  In our  opinion,  the shares of the
Company's common stock offered by the selling shareholders,  was legally issued,
fully paid and non-assessable shares of the Company's common stock.


                                           Very truly yours,

                                           HART & TRINEN

                                           /s/ William T. Hart

                                           William T. Har