EX-5.1 3 v134659_ex5-1.htm
 
4801 Main Street, Suite 1000
Kansas City, MO  64112
816.983.8000
fax: 816.983.8080
 
December 12, 2008
 

EnerJex Resources, Inc.
27 Corporate Woods, Suite 350
Overland Park, KS  66210
 
Ladies and Gentlemen:
 
As counsel for EnerJex Resources, Inc., a Nevada corporation (the “Company”), we have been requested to render this opinion in connection with the preparation and filing of a Registration Statement on Form S-1 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) for the purposes of registering under the Securities Act of 1933, as amended (the “Securities Act”), 1,000,000 shares of the Company’s previously issued common stock, par value $0.001 per share (the “Common Stock”).

We have examined the Company’s Registration Statement, resolutions of the Company’s Board of Directors relating to the authorization and issuance of the Common Stock, and such other documents as we have deemed necessary or appropriate in order to express these opinions.

In our examination, we have assumed the legal capacity of all natural persons, 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 certified, conformed, photostatic or facsimile copies and the authenticity of the originals of such latter documents.  In making our examination of executed documents, we have assumed that the parties thereto, other than the Company, its directors and officers, had the power, corporate or otherwise, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or otherwise, and execution and delivery by such parties of such documents and the validity and binding effect thereof on such parties.  As to any facts material to the opinions expressed herein that were not independently established or verified, we have relied upon oral or written statements and representations of officers and other representatives of the Company and others.  We have assumed that the form of certificate issued representing the Common Stock conformed in all respects to the requirements applicable under the Nevada Revised Statutes (the “NRS”)

We do not express any opinion as to any laws other than the NRS.  Insofar as the opinions expressed herein relate to matters governed by laws other than the NRS, we have assumed, without having made any independent investigation, that such laws do not affect any of the opinions set forth herein.
 
 
 

 
 
 
December 12, 2008
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Based upon and subject to the foregoing and to the other qualifications and limitations set forth herein, we are of the opinion that the Common Stock has been validly issued and is fully paid and non-assessable.

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement.  We also hereby consent to the use of our name under the heading “Legal Matters” in the prospectus which forms a part of the Registration Statement.  In giving this consent, we do not thereby 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 promulgated thereunder.

This opinion is expressed as of the date hereof and we disclaim nay undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.
 
 
Very truly yours,
   
 
/s/ Husch Blackwell Sanders LLP