Exhibit 5






                                   OPINION OF
                            KUNZMAN & BOLLINGER, INC.
                              AS TO THE LEGALITY OF
                           THE UNITS REGISTERED HEREBY





                            KUNZMAN & BOLLINGER, INC.
                                ATTORNEYS-AT-LAW
                          5100 N. BROOKLINE, SUITE 600
                          OKLAHOMA CITY, OKLAHOMA 73112
                            Telephone (405) 942-3501
                               Fax (405) 942-3527


                                                                       Exhibit 5



                                  July 25, 2003



Atlas Resources, Inc.
311 Rouser Road
Moon Township, Pennsylvania  15108

        RE:  ATLAS AMERICA PUBLIC #12-2003 PROGRAM
             -------------------------------------

Gentlemen:


        You have requested our opinion on certain issues pertaining to Atlas
America Public #12-2003 Program (the "Program"), which is a series of up to
three limited partnerships to be formed under the Limited Partnership Laws of
Delaware. Atlas Resources, Inc., a Pennsylvania corporation, will be the
Managing General Partner of each Partnership.


Basis of Opinion

        Our opinion is based on our review of a certain Registration Statement
on Form S-1 and any amendments thereto, including any post-effective amendments,
for the Program (the "Registration Statement") as filed with the Securities and
Exchange Commission (the "Commission"), including the Prospectus and the Form of
Agreement of Limited Partnership for each Partnership (the "Partnership
Agreement"), the Subscription Agreements and the Drilling and Operating
Agreement contained therein, and on our review of such other documents and
records as we have deemed necessary to review for purposes of rendering our
opinion. As to various questions of fact material to our opinion which we have
not independently verified, we have relied on certain representations made to us
by officers and directors of the Managing General Partner.

        In rendering the opinion, herein provided, we have assumed each
subscriber has paid the consideration specified in the subscriber's Subscription
Agreement and the due execution and delivery of all relevant documents by all
parties thereto.

        As used in our opinion, the term "Units" includes the Limited Partner
Units, the Investor General Partner Units and the limited partner units into
which the Investor General Partner Units will be converted as described in the
Registration Statement.

Opinion

        Based upon the foregoing, we are of the opinion that:

                  The Units when issued and sold in accordance with the
                  Registration Statement as amended at the time it becomes
                  effective with the Commission and the respective Partnership
                  Agreement for the Partnership to which the respective Units
                  relate, and upon the filing with the Delaware Secretary of
                  State of such Partnership Agreement or an appropriate
                  amendment or amendments to such Partnership Agreement,
                  reflecting admission of the subscribers thereto as additional
                  general partners and limited partners in accordance with
                  Delaware law, the Units when issued against payment therefor
                  as contemplated by the Prospectus and each respective
                  Partnership Agreement will be validly issued and fully paid
                  and nonassessable, except that the Managing General Partner
                  may call for additional Capital







Atlas Resources, Inc.
July 25, 2003
Page 2


                  Contributions from the Investor General Partners in a
                  Partnership if necessary to pay that Partnership's obligations
                  or liabilities:

                           o        which arose before the conversion of
                                    Investor General Partners to Limited
                                    Partners, and for which the Investor General
                                    Partners are liable because of their status
                                    as general partners of the Partnership at
                                    the time the obligations and liabilities
                                    arose; and

                           o        which exceed the Partnership's assets,
                                    insurance proceeds, and the Managing General
                                    Partner's indemnification of the Investor
                                    General Partners from any liability incurred
                                    in connection with the Partnership which is
                                    in excess of the Investor General Partners'
                                    interest in the Partnership's undistributed
                                    net assets and insurance proceeds.

        We hereby consent to the use of this opinion as an Exhibit to the
Registration Statement and to the reference to this firm in the Prospectus
included in the Registration Statement.

                                      Yours very truly,

                                      /s/ Kunzman & Bollinger, Inc.

                                      KUNZMAN & BOLLINGER, INC.