Attached files
file | filename |
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EX-23.3 - CONSENT OF NETHERLAND, SEWELL & ASSOCIATES, INC. - Yuma Energy, Inc. | yuma_ex233.htm |
EX-23.2 - CONSENT OF PRICEWATERHOUSECOOPERS LLP. - Yuma Energy, Inc. | yuma_ex232.htm |
EX-23.1 - CONSENT OF GRANT THORNTON LLP. - Yuma Energy, Inc. | yuma_ex231.htm |
S-1MEF - S-1MEF - Yuma Energy, Inc. | yuma_s1mef.htm |
Exhibit 5.1
September 28, 2017
Yuma Energy, Inc.
1177 West Loop South, Suite 1825
Houston, Texas 77027
Re: Registration Statement on Form
S-1
Ladies and Gentlemen:
We are acting as counsel to Yuma Energy, Inc., a Delaware
corporation (the “Company”). We have represented the
Company in connection with the Company’s filing of a
registration statement on Form S-1 (File No. 333-220449) (the
“Initial Registration Statement”) filed by the Company
with the Securities and Exchange Commission (the
“Commission”) pursuant to the Securities Act of 1933,
as amended (the “Securities Act”), on September 13,
2017 (and amended on September 26, 2017) and declared effective by
the Commission on September 28, 2017, as well as this registration
statement filed in connection thereto under Rule 462(b) of the
Securities Act (the “462(b) Registration Statement”).
The 462(b) Registration Statement was filed by the Company with the
Commission pursuant to the Securities Act, for the registration of
1,840,000 shares (the “Additional Shares”) of common
stock, $0.001 par value per share, of the Company (the
“Common Stock”), including shares of Common Stock
issuable upon the exercise of an option granted by the Company to
the underwriters to purchase shares of Common Stock to cover any
over-allotments. This opinion is furnished to you at your request
in accordance with the requirements of Item 16 of the
Commission’s Form S-1 and Item 601(b)(5) of Regulation S-K
promulgated under the Securities Act.
The Shares are being sold by the Company to the several
underwriters named in, and pursuant to, an underwriting agreement
among the Company and such underwriters, a form of which has been
filed as Exhibit 1.1 to the Initial Registration Statement (the
“Underwriting Agreement”).
We have examined signed copies of the Initial Registration
Statement filed with the Commission, the 462(b) Registration
Statement and the form of Underwriting Agreement. We have also
examined and relied upon resolutions of the Board of Directors of
the Company or committees thereof, the Certificate of Incorporation
and bylaws of the Company, each as restated and/or amended to date,
and such other documents as we have deemed necessary for purposes
of rendering the opinions hereinafter set forth.
In our examination of the foregoing documents, we have assumed the
genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents
of all documents submitted to us as copies, the authenticity of the
originals of such latter documents, and the legal competence of all
signatories to such documents.
We assume that the appropriate action will be taken, prior to the
offer and sale of the Additional Shares, to register and qualify
the Additional Shares for sale under all applicable state
securities or “blue sky” laws.
We express no opinion herein as to the laws of any state or
jurisdiction other than the General Corporation Law of the State of
Delaware and the federal laws of the United States of
America.
Based upon and subject to the foregoing, we are of the opinion that
the Additional Shares, upon issuance, shall be validly issued,
fully paid and non-assessable.
Please note that we are opining only as to the matters expressly
set forth herein, and no opinion should be inferred as to any other
matters. This opinion is based upon currently existing statutes,
rules, regulations and judicial decisions, and we disclaim any
obligation to advise you of any change in any of these sources of
law or subsequent legal or factual developments which might affect
any matters or opinions set forth herein.
We hereby consent to the filing of this opinion with the Commission
as an exhibit to the 462(b) Registration Statement in accordance
with the requirements of Item 601(b)(5) of Regulation S-K under the
Securities Act and to the use of our name therein and in the
related prospectus under the caption “Legal Matters.”
In giving such consent, we do not hereby admit that we are in the
category of persons whose consent is required under Section 7 of
the Securities Act or the rules and regulations of the
Commission.
Very truly yours,
/s/ Jones & Keller, P.C.