EXHIBIT 5





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

                                  June 14, 2013


Synergy Resources Corporation
20203 Highway 60
Platteville, CO 80651

     This letter will  constitute  our opinion  upon the legality of the sale by
Synergy Resources  Corporation,  a Colorado  corporation  ("Synergy"),  of up to
1,725,000  shares  of  common  stock,  all as  referred  to in the  Registration
Statement  on Form S-3 (File  No.  333-186726)  filed  with the  Securities  and
Exchange Commission.

     We have examined the Articles of Incorporation,  the Bylaws and the minutes
of the  Board of  Directors  of  Synergy,  the  applicable  laws of the State of
Colorado, and a copy of the Registration Statement. In our opinion the shares of
common stock mentioned above have been legally issued and these shares represent
fully paid and non-assessable shares of Synergy's common stock.

                                Very truly yours,

                                HART & HART, LLC

                               /s/ William T. Hart

                                 William T. Hart