Attached files

file filename
S-1 - MAPS FOR PROSPECTUS - Eclipse Resources Inc.maps.pdf
EX-3.1 - ARTICLES OF INCORPORATION - Eclipse Resources Inc.ex3-1.txt
EX-3.2 - BYLAWS - Eclipse Resources Inc.ex3-2.txt
EX-23.1 - CONSENT OF AUDITORS - Eclipse Resources Inc.ex23-1.txt
EX-10.1 - ASSET PURCHASE AGREEMENT - Eclipse Resources Inc.ex10-1.txt
S-1 - FORM S-1 OF ECLIPSE RESOURCES INC. - Eclipse Resources Inc.g6435.txt

                                                                     Exhibit 5.1

                                 DIANE D. DALMY
                                 ATTORNEY AT LAW
                              2000 EAST 12TH AVENUE
                                  SUITE 32/10B
                             DENVER, COLORADO 80206
                            303.985.9324 (telephone)
                            303.988.6954 (facsimile)
                              ddalmy@earthlink.net

November 29, 2012

Mr. Sydney Kraft
President/Chief Executive Officer
Eclipse Resources Inc.
#2 - 556 Furby Street
Winnipeg, Manitoba
Canada R3B 2V8

Re: Eclipse Resources Inc.
    Registration Statement on Form S-1

Ladies and Gentlemen:

I have acted as special  legal  counsel for  Eclipse  Resources  Inc.,  a Nevada
corporation   (the   "Company"),   in  connection  with  the  preparation  of  a
registration  statement on Form S-1 (the "Registration  Statement"),  filed with
the  Securities  and Exchange  Commission on November 29, 2012,  pursuant to the
Securities Act of 1933, as amended (the "1933 Securities Act"). The Registration
Statement  relates  to the  registration  of the  offering  of an  aggregate  of
10,000,000  shares of common stock of the Company (the "Common Stock") under the
1933 Securities Act for resale by that certain  selling  shareholder as named in
the Registration Statement (the "Selling Shareholder").

In connection with this opinion,  I have made such  investigations  and examined
such records,  including:  (i) the  Registration  Statement;  (ii) the Company's
Articles of Incorporation,  as amended; (iii) the Company's Bylaws; (iv) certain
records of the Company's corporate proceedings, including such corporate minutes
as I  deemed  necessary  to the  performance  of my  services  and to give  this
opinion; and (v) such other instruments,  documents and records as I have deemed
relevant  and  necessary  to examine  for the  purpose of this  opinion.  I have
examined and am familiar  with the  originals or copies,  certified or otherwise
identified to my satisfaction,  of such other documents,  corporate  records and
other  instruments  as I have  deemed  necessary  for  the  preparation  of this
opinion.  I have also  reviewed the  corporate  proceedings  of the Company with
respect to the  authorization  of the issuance of the shares of Common Stock. In
expressing this opinion I have relied, as to any questions of fact upon which my
opinion is predicated,  upon representations and certificates of the officers of
the Company.

Eclipse Resources Inc. Page Two November 29, 2012 In giving this opinion I have assumed: (i) the genuineness of all signatures and the authenticity and completeness of all documents submitted to me as originals; and (ii) the conformity to originals and the authenticity of all documents supplied to me as certified, photocopied, conformed or facsimile copies and the authenticity and completeness of the originals of any such documents. In giving this opinion, I have relied only upon such documents. I am providing this opinion to you in accordance with Item 601(b)(5) of Regulation S-K promulgated under the Securities Act for filing as Exhibit 5 to the Registration Statement. The opinions herein are limited to the Federal laws of the United States of America and the law of the State of Nevada, including all applicable provisions of the Constitution of the State of Nevada, statutory provisions of the State of Nevada and reported judicial decisions of the courts of the State of Nevada interpreting those laws. I do not express any opinion concerning any law of any other jurisdiction or the local laws of any jurisdiction. Based upon the foregoing, I am of the opinion that the shares of Common Stock held by the Selling Shareholder are validly issued, fully paid and non-assessable. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of my name in the Prospectus constituting a part thereof in connection with the matters referred to under the caption "Interests of Named Experts and Counsel". Sincerely, /s/ Diane D. Dalmy -------------------------------- Diane D. Dalm