Attached files

file filename
S-1/A - S-1/A - AgEagle Aerial Systems Inc.v391521_s1a.htm
EX-99.1 - EXHIBIT 99.1 - AgEagle Aerial Systems Inc.v391521_ex99-1.htm
EX-23.1 - EXHIBIT 23.1 - AgEagle Aerial Systems Inc.v391521_ex23-1.htm
EX-23.3 - EXHIBIT 23.3 - AgEagle Aerial Systems Inc.v391521_ex23-3.htm
EX-21.1 - EXHIBIT 21.1 - AgEagle Aerial Systems Inc.v391521_ex21-1.htm
EX-23.2 - EXHIBIT 23.2 - AgEagle Aerial Systems Inc.v391521_ex23-2.htm

 

Exhibit 5.1

 

     

Alan A. Blakeboro

Gary j. hill

Diana Jessup Lee

Bruce W. McRoy

Michael E. Pfau

Daniel A. Reicker

Andrew D. Simons

Timothy J. Trager

Fernando Velez, Jr.

__________

 

Robert B. Forouzandeh

Stephen E. White

1421 State Street, Suite B

Santa Barbara, CA 93101

 

Telephone (805) 966-2440

 

Fax (805) 966-3320

 

October 20, 2014

 

Mailing Address:

Post Office Box 1470

Santa Barbara, CA

93102-1470

_______   

www.reickerpfau.com

_______   

 

Kurt H. Pyle, Retired

 

 

EnerJex Resources, Inc.

4040 Broadway, Suite 508

San Antonio, TX 78209

 

Ladies and Gentlemen,

 

We have acted as counsel to EnerJex Resources, Inc., a Delaware corporation ("EnerJex"), in connection with the Registration Statement on Form S-1 (as amended through the effective date thereof, the "Registration Statement") filed by EnerJex with the Securities and Exchange under the Securities Act of 1933, as amended (the "Securities Act") on the date hereof, for the registration of the resale of up to 3,685,155 shares of common stock, $0.001 par value per share, and 112,658 shares of 10% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.001 par value per share (collectively, the "Shares"). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related proxy statement/information statement/prospectus, other than as expressly stated herein with respect to the issuance of the Shares.

 

In acting as counsel for EnerJex and arriving at the opinions expressed below, we have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of such records of EnerJex, agreements and other instruments, certificates of officers and representatives of EnerJex, certificates of public officials and other documents as we have deemed necessary or appropriate as a basis for the opinions expressed herein.  In connection with our examination, we have assumed the genuineness of all signatures, the authenticity of all documents tendered to us as originals, the legal capacity of all natural persons and the conformity to original documents of all documents submitted to us as certified or photostatic copies.

 

Based upon the foregoing, and subject to the assumptions, qualifications and limitations set forth herein, we are of the opinion that the Shares have been duly authorized, validly issued, fully paid and non-assessable.

 

We express no opinion with respect to laws other than those of the federal law of the United States of America and the Nevada Revised Statutes, and we assume no responsibility as to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction.

  

 
 

 

Page 2

October 20, 2014

 

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to our firm under the caption "Interests of Named Experts and Counsel" in the proxy statement/information statement/prospectus constituting part of the Registration Statement, including any amendments and supplements to the foregoing.  In giving such consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Commission thereunder.

 

Sincerely,

 

/s/ Reicker, Pfau, Pyle & M cRoy, LLP

Reicker, Pfau, Pyle & McRoy, LLP