S-1/A

As filed with the Securities and Exchange Commission on June 4, 2014

Registration No. 333-193976

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM S-1/A

(Amendment No. 4)

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ENERJEX RESOURCES, INC.

(Exact name of registrant as specified in its charter)

Nevada	1311	88-0422242
(State or other jurisdiction of	(Primary Standard Industrial	(IRS Employer
incorporation)	Classification Code Number)	Identification No.)

4040 Broadway, Suite 508

San Antonio, TX 78209

Telephone: (210) 451-5545

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive
offices)

National Corporate Research, Ltd.

202 South Minnesota Street

Carson City, NV 89703

Telephone: (888) 600-9540

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Michael E. Pfau, Esq.	Jonathan R. Zimmerman, Esq.
Fernando Velez, Jr., Esq.	Alyn Bedford, Esq.
Reicker, Pfau, Pyle & McRoy LLP	Faegre Baker Daniels LLP
1421 State Street, Ste. B	2200 Wells Fargo Center
Santa Barbara, CA 93101	90 S. 7th Street
Telephone: (805) 966-2440	Minneapolis, MN 55402-3901
	Telephone: (612) 766-7000

Approximate Date of Commencement of Proposed Sale to the Public: From time to time after the date this registration statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box:  x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:   ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered		Proposed maximum offering price per share		Proposed maximum aggregate offering price			Amount of registration fee
Series A Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share		460,000	$	25.00	$	11,500,000.00	(1)	$	1,481.20	(2)

(1) Calculated in accordance with Rule 457(o) of the Securities Act based on a per share liquidation preference of $25.00, which may be different then the offering price.

(2) The total registration fee includes $966 of this amount was previously paid on February 14, 2014, upon the initial filing of this Registration Statement, $322 of this amount was previously paid on April 22, 2014, upon the filing of Amendment No. 1 to this Registration Statement, and $193.20 of this amount was previously paid on June 3, 2014 upon the filing of Amendment No. 2 to this Registration Statement.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

EnerJex Resources, Inc. is filing this Amendment No. 4 (the "Amendment") to its Registration Statement on Form S-1 (Registration No. 333-193976) (the "Registration Statement") as an exhibit-only filing to file amended Exhibits 5.1 and 8.1, to amend Item 13, and to amend the Exhibit Table to add Exhibit 99.2. Accordingly, this Amendment consists of only the facing page, this explanatory note, Part II of the Registration Statement, the signature pages to the Registration Statement and the filed exhibits. The prospectus is unchanged and has been omitted.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The following table sets forth the various expenses (other than discounts, commissions, and fees of underwriters, selling brokers, dealer managers or similar securities industry professionals ) to be incurred in connection with the offering of the securities being registered hereby, all of which will be borne by us. All of the amounts shown are estimated except the SEC registration fees.

SEC registration fee	$	1,480
FINRA filing fees	$	2,000
Printing expenses	$	20,000
Legal fees and expenses	$	400,000
Underwriting Fees	$	75,000
Accounting fees and expenses	$	20,000
Miscellaneous fees and expenses	$	5,000
Total	$	523,480

Item 14. Indemnification of Directors and Officers.

Section 78.7502(1) of the Nevada Revised Statutes ("NRS") authorizes a Nevada corporation to indemnify any director, officer, employee, or corporate agent "who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation" due to his or her corporate role. Section 78.7502(1) extends this protection "against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful."

Section 78.7502(2) of the NRS also authorizes indemnification of the reasonable defense or settlement expenses of a corporate director, officer, employee or agent who is sued, or is threatened with a suit, by or in the right of the corporation. The party must have been acting in good faith and with the reasonable belief that his or her actions were in or not opposed to the corporation's best interests. Unless the court rules that the party is reasonably entitled to indemnification, the party seeking indemnification must not have been found liable to the corporation.

To the extent that a corporate director, officer, employee, or agent is successful on the merits or otherwise in defending any action or proceeding referred to in Section 78.7502(1) or 78.7502(2), Section 78.7502(3) of the NRS requires that he be indemnified "against expenses, including attorneys' fees, actually and reasonably incurred by him in connection with the defense."

Unless ordered by a court or advanced pursuant to Section 78.751(2), Section 78.751(1) of the NRS limits indemnification under Section 78.7502 to situations in which either (1) the stockholders, (2) the majority of a disinterested quorum of directors, or (3) independent legal counsel determine that indemnification is proper under the circumstances.

Section 78.751(2) authorizes a corporation's articles of incorporation, bylaws or agreement to provide that directors’ and officers’ expenses incurred in defending a civil or criminal action must be paid by the corporation as incurred, rather than upon final disposition of the action, upon receipt by the director or officer to repay the amount if a court ultimately determines that he is not entitled to indemnification.

Section 78.751(3)(a) provides that the rights to indemnification and advancement of expenses shall not be deemed exclusive of any other rights under any bylaw, agreement, stockholder vote or vote of disinterested directors. Section 78.751(3) (b) extends the rights to indemnification and advancement of expenses to former directors, officers, employees and agents, as well as their heirs, executors, and administrators.

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Regardless of whether a director, officer, employee or agent has the right to indemnity, Section 78.752 allows the corporation to purchase and maintain insurance on his behalf against liability resulting from his or her corporate role.

At present, there is no pending litigation or proceeding involving any director, officer, employee or agent as to which indemnification will be required or permitted under the Certificate. The Registrant is not aware of any threatened litigation or other proceeding that may result in a claim for such indemnification.

Item 15. Recent Sales of Unregistered Securities.

On February 5, 2014, we issued 4,761 shares of Common Stock with a fair value per share of $7.50 per share to a vendor’s designee in consideration for public relations services pursuant to an exemption from registration under Regulation D. On March 17, 2014, we issued 4,761 shares of Common Stock with a fair market value of $7.50 per share to a vendor's designee in consideration of public relations services pursuant to an exemption from registration under Regulation D.

Item 16. Exhibits and Financial Statement Schedules.

The list of exhibits in the Index to Exhibits to this registration statement is incorporated herein by reference.

Item 17. Undertakings.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, changes in the volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

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Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Antonio, State of Texas on June 4, 2014.

EnerJex Resources, Inc., a Nevada corporation
By:	/s/ Robert G. Watson, Jr.
	Robert G. Watson, Jr.
	Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints jointly and severally, Robert G. Watson, Jr., and acting singly, as the person's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in the person's name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any additional registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated, on the dates indicated.

	Director and Chief Executive Officer
/s/ Robert G. Watson	(Principal Executive Officer)
Robert G. Watson
	Chief Financial Officer
/s/ Douglas M. Wright	(Principal Financial Officer and Principal Accounting Officer)
Douglas M. Wright
	Director and Senior Vice
/s/ R. Atticus Lowe	President of Corporate Marketing
R. Atticus Lowe
/s/ Lance Helfert	Director
Lance Helfert
/s/ James G. Miller	Director
James G. Miller
/s/ Richard Menchaca	Director
Richard Menchaca

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INDEX TO EXHIBITS

In reviewing the agreements included as exhibits to this registration statement, please remember that they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about EnerJex or the other parties to the agreements. The agreements may contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the parties to the applicable agreement and:

¨ should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

¨ have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

¨ may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and

¨ were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about EnerJex may be found elsewhere in this registration statement and their other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.

Exhibit No.	Description
1.1	Form of Underwriting Agreement**
2.1	Agreement and Plan of Merger between Millennium Plastics Corporation and Midwest Energy, Inc. effective August 15, 2006 (incorporated by reference to Exhibit 2.3 to the Form 8-K filed on August 16, 2006).
2.2	Agreement and Plan of Merger by and among Registrant, BRE Merger Sub, Inc., Black Raven Energy, Inc. and West Coast Opportunity Fund, LLC dated July 23, 2013 (incorporated herein by reference to Exhibit 10.4 on Form 8-K filed July 29, 2013).
3.1	Amended and Restated Articles of Incorporation, as currently in effect (incorporated by reference to Exhibit 3.1 to the Form 10-Q filed on August 14, 2008)
3.2	Amended and Restated Bylaws, as currently in effect (incorporated by reference to Exhibit 3.3 to the Form SB-2 filed on February 23, 2001)
3.3	Certificate of Amendment of Articles of Incorporation (Previously filed)
4.1	Article VI of Amended and Restated Articles of Incorporation of Millennium Plastics Corporation (incorporated by reference to Exhibit 1.3 to the Form 8-K filed on December 6, 1999)
4.2	Article II and Article VIII, Sections 3 & 6 of Amended and Restated Bylaws of Millennium Plastics Corporation (incorporated by reference to Exhibit 4.1 to the Form SB-2 filed on February 23, 2001)
4.3	Specimen common stock certificate (incorporated by reference to Exhibit 4.3 to the Form S-1/A filed on May 27, 2008)
4.4	Specimen Series A Preferred Stock Certificate**
4.5	Certificate of Designation for Series A Preferred Stock (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on January 6, 2011).
4.6	Amended and Restated Certificate of Designation for Series A Preferred Stock**
5.1	Legal Opinion of Reicker, Pfau, Pyle  & McRoy LLP*
8.1	Opinion of Reicker, Pfau, Pyle & McRoy LLP as it relates to tax matters*
10.1	Amended and Restated 2002/2003 Stock Option Plan (incorporated by reference to Exhibit 10 to the Form 8-K filed on May 11, 2007).
10.2	Form of Officer and Director Indemnification Agreement (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on October 16, 2008)
10.3	Euramerica Letter Agreement Amendment dated September 15, 2008 (incorporated by reference to Exhibit 10.10 to the Form 8-K filed on September 18, 2008)
10.4	Euramerica Letter Agreement Amendment dated October 15, 2008 (incorporated by reference to Exhibit 10.11 to the Form 8-K filed on October 21, 2008)
10.5	Joint Operating Agreement with Pharyn Resources to explore and develop the Brownrigg Lease Press Release dated June 1, 2009 (incorporated by reference to Exhibit 99.1 to the Form 8-K filed on June 5, 2009).
10.6	Amendment 4 to Joint Exploration Agreement effective as of  November 6, 2008 between MorMeg, LLC and EnerJex Resources, Inc.  (incorporated by reference to Exhibit 10.15 to the Form 10-K filed July 14, 2009)

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10.7	Standby Equity Distribution Agreement with Paladin Capital Management, S.A. dated December 3, 2009 (incorporated by reference to Exhibit 10.52 to the Form S-1 filed on December 9, 2009)
10.8	Amendment 5 to Joint Exploration Agreement effective as of December 31, 2009 between MorMeg LLC and EnerJex Resources, Inc. (incorporated by reference to Exhibit 10.15 to the Form 10-Q filed on February 16, 2010)
10.9	Amendment 6 to Joint Exploration Agreement effective as of March 31, 2010 between MorMeg LLC and EnerJex Resources, Inc. (incorporated by reference to Exhibit 10.24 to the Form 10-K filed on July 15, 2010)
10.10	Securities Purchase and Asset Acquisition Agreement between Enerjex Resources, Inc. and West Coast Opportunity Fund, LLC; Montecito Venture Partners, LLC; J&J Operating Company, LLC and Frey Living Trust dated December 31, 2010 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on January 6, 2011).
10.11	Stock Repurchase Agreement between Enerjex Resources, Inc. and Working Interest Holdings, LLC dated December 31, 2010 (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on January 6, 2011).
10.12	Securities Purchase Agreement between Enerjex Resources, Inc. and various Investors dated December 31, 2010 (incorporated by reference to Exhibit 10.3 to the Form 8-K filed on January 6, 2011).
10.13	Employment Agreement between Enerjex Resources, Inc. and Robert G. Watson dated December 31, 2010 (incorporated by reference to Exhibit 10.4 to the Form 8-K filed on January 6, 2011).
10.14	Joint Development Agreement between Enerjex Resources, Inc. and Haas Petroleum, LLC dated December 31, 2010 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on January 27, 2011).
10.15	Joint Operating Agreement between Enerjex Resources, Inc. and Haas Petroleum, LLC and MorMeg, LLC dated December 31, 2010 (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on January 27, 2011).
10.16	Letter Agreement with Registrant, James Loeffelbein, John Loeffelbein and J&J Operating dated January 14, 2011 (incorporated by reference to Exhibit 10.1 on Form 8-K filed on January 18, 2011).
10.17	Form of Securities Purchase Agreement among Registrant and Investors dated March 31, 2011 (incorporated by reference to Exhibit 10.1 on Form 8-K filed on April 4, 2011).
10.18	Form of Warrant among Registrant and Investors dated March 31, 2011 (incorporated by reference to Exhibit 10.2 on Form 8-K filed on April 4, 2011).
10.19	Form of Stock Redemption Agreement among Registrant and Working Interest Holdings, LLCs dated March 31, 2011 (incorporated by reference to Exhibit 10.1 on Form 8-K filed on April 4, 2011).
10.20	Amended and Restated Credit Agreement dated October 3, 2011 (incorporated herein by reference to Exhibit 10.1 on Form 8-K filed on October 6, 2011).
10.21	Option and Joint Development Agreement by and among Registrant and MorMeg, LLC dated August 2011 (incorporated herein by reference to Exhibit 10.1 on Form 8-K filed on November 15, 2011).
10.22	Rantoul Partners General Partnership Agreement dated December 14, 2011 (incorporated herein by reference to Exhibit 10.1 on Form 8-K filed on December 14, 2011).
10.23	First Amendment to Amended and Restated Credit Agreement dated December 14, 2011 (incorporated herein by reference to Exhibit 10.2 on Form 8-K filed on December 14, 2011).
10.24	First Amendment to General Partnership Agreement for Rantoul Partners dated March 30, 2012 (incorporated herein by reference to Exhibit 10.1 on Form 8-K filed on April 5, 2012).
10.25	Share Option Agreement by and among the EnerJex and Enutroff dated August 31, 2012 (incorporated herein by reference to Exhibit 10.1 on Form 8-K filed on October 10, 2012).
10.26	Second Amendment to Amended and Restated Credit Agreement dated August 31, 2012 (incorporated herein by reference to Exhibit 10.1 on Form 8-K filed on November 8, 2012).
10.27	Third Amendment to Amended and Restated Credit Agreement dated November 2, 2012 (incorporated herein by reference to Exhibit 10.2 on Form 8-K filed on November  8, 2012).
10.28	Securities and Asset Purchase Agreement by and among Registrant and James Loeffelbein and Enutroff dated November 3, 2012 (incorporated herein by reference to Exhibit 10.1 on Form 8-K filed on January 7, 2013).
10.29	Second Amendment to General Partnership Agreement of Rantoul Partners dated November 27, 2012 (incorporated herein by reference to Exhibit 10.1 on Form 8-K filed on November 29, 2012).
10.30	Amended and Restated Employment Agreement by and among Registrant and Robert G. Watson, Jr. dated December 31, 2012 (incorporated herein by reference to Exhibit 10.1 on Form 8-K filed on January 4, 2013).
10.31	Partial Assignment of Assets by and among Rantoul Partners and Working Interest, LLC, dated December 31, 2012 (incorporated herein by reference to Exhibit 10.1 on Form 8-K filed on January 30, 2013).
10.32	Fourth Amendment to Amended and Restated Credit Agreement by and among Registrant and Texas Capital Bank dated December 31, 2012 (incorporated herein by reference to Exhibit 10.2 on Form 8-K filed on January 30, 2013).
10.33	First Amendment to Amended & Restated Mortgage Security Agreement, Financing Statement and Assignment of Production by and among Working Interest, LLC and Texas Capital Bank dated December 31, 2012 (incorporated herein by reference to Exhibit 10.3 on Form 8-K filed on January 30, 2013).
10.34	Mortgage, Security Agreement, Financing Statement and Assignment of Production and Revenues by and among Working Interest, LLC and Texas Capital Bank dated December 31, 2012 (incorporated herein by reference to Exhibit 10.4 on Form 8-K filed on January 30, 2013).
10.35	2013 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 on Registration Statement on Form S-8 filed on June 12, 2013).

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10.36	Fifth Amendment to Amended and Restated Credit Agreement by and among Registrant and Texas Capital Bank, N.A. dated September 30, 2013 (incorporated herein by reference to Exhibit 10.1 on Form 8-K filed October 1, 2013).
10.37	Sixth Amendment to Amended and Restated Credit Agreement by and among Registrant and Texas Capital Bank, N.A., dated November 19, 2013 (incorporated by reference to Exhibit 10.37 to Form 10-Q filed May 13, 2014).
10.38	Exchange Agreement between Enerjex Resources, Inc. and holders of Series A preferred stock.**
10.39	Seventh Amendment to Amended and Restated Credit Agreement by and among Registrant and Texas Capital Bank, N.A. dated May 22, 2014 (incorporated by reference to Exhibit 10.1 to Form 8-K filed May 27, 2014).
21.1	Subsidiaries**
23.1	Consent of L.L. Bradford & Company, LLC, independent registered public accounting firm**
23.2	Consent of MHA Petroleum Consultants, LLC**
23.3	Consent of Weaver, Martin & Samyn, LLC, independent registered public accounting firm**
24.1	Power of Attorney (included with signatures).
99.1	MHA Petroleum Consultants, LLC reserve report for Enerjex Resources, Inc. related to proved reserves as of December 31, 2013**
99.2	Voting Agreement by and among West Coast Opportunity Fund, LLC and Montecito Venture Partners, LLC, dated May 12, 2014 *

(b) Financial Statement Schedules

* Filed herewith.

** Previously filed.

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EX-5.1

Alan A. Blakeboro Gary j. Hill Diana Jessup Lee Bruce W. McRoy Peter A. Muzinich 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 June 4, 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

Re: Form S-1 Registration Statement File No.: 333-193976
Initial Public Offering of up to 460,000 Shares of 10% Series A Cumulative
  Redeemable Perpetual Preferred Stock of EnerJex Resources, Inc.

Ladies and Gentlemen:

We have acted as special counsel to EnerJex Resources, Inc., a Nevada corporation (the “Company”), with respect to certain legal matters in connection with the filing of Amendment No. 2 to the Registration Statement on Form S-1 (No. 333-193976) (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), with the Securities and Exchange Commission (the “SEC”). The Registration Statement relates to the registration by the Company of an aggregate of up to 460,000 shares (the “Shares”) of 10% Series Cumulative Redeemable Perpetual Preferred Stock, par value $0.001, and liquidation preference of $25.00 per share (the “Series A Preferred Stock”).

In connection with this opinion letter, we have made such investigations of law as we have deemed appropriate and we have examined the Registration Statement, the prospectus contained in the Registration Statement (the “Prospectus”), and originals, or copies certified or otherwise identified to our satisfaction, of the Certificate of Incorporation, as amended, of the Company, the Amended and Restated Certificate of Designations, Rights, Number of Shares and Preferences with respect to the Series A Preferred Stock, to be filed with the Secretary of State of the State Nevada in the form attached as an exhibit to the Registration Statement (the “Certificate of Designations”), the Bylaws of the Company, and such other documents, certificates, records and other instruments as we have deemed appropriate for purposes of the opinion set forth herein.

EnerJex Resources, Inc. -2- June 4, 2014

We have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of the documents submitted to us as originals, the conformity with the originals all documents submitted to us as certified, facsimile or photostatic copies and the authenticity of the originals of all documents submitted to us as copies. As to all questions of fact material to this opinion that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Company.

Based upon the foregoing, and having due regard for such legal considerations as we deem relevant, and assuming the Pricing Committee of the Board of Directors of the Company will have taken any action necessary to set the sale price of the Shares, assuming the Company will have made all necessary filings under Nevada law so that the Certificate of Designations shall become effective, we are of the opinion that upon the payment for and delivery of the Shares in accordance with this Registration Statement and the Prospectus, the Shares will be duly authorized, validly issued, fully paid and nonassessable. We do not by this letter express any other opinion with respect to the Shares or any other matter.

The opinions expressed herein are limited to the Nevada Revised Statues and the rules and regulations and reported judicial and regulatory determinations thereunder and we express no opinion with respect to the laws of any other state or jurisdiction. We expressly disclaim any obligation to advise you of any change in law or subsequent legal or factual developments that might affect any matter or opinion set forth herein.

We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to us under the caption “Legal Matters” in the prospectus included in the Registration Statement. In giving such consent, we do not hereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the SEC thereunder.

Sincerely yours,

/s/ Reicker, Pfau, Pyle & McRoy LLP

REICKER, PFAU, PYLE & MCROY LLP

EX-8.1

Alan A. Blakeboro Gary j. hill Diana Jessup Lee Bruce W. McRoy Peter A. Muzinich 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   June 4, 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

Re:   Certain Federal Income Tax Matters

Ladies and Gentlemen:

We have acted as counsel to EnerJex Resources, Inc., a Nevada corporation (the "Company"), in connection with the proposed issuance of up to 460,000 shares of 10% Series A Cumulative Redeemable Perpetual Preferred Stock of the Company, par value $0.001 per share (the "Shares"). The Shares are being registered pursuant to a registration statement on Form S-1, as amended, under the Securities Act of 1933, as amended (the "Act"), filed by the Company with the Securities and Exchange Commission (the "Commission") on February 14, 2014 (Registration No. 333-193976) (as amended, the "Registration Statement"). In connection therewith, we have participated in the preparation of the section in the Registration Statement under the caption "Material U.S. Federal Income Tax Considerations" (the “Discussion”).

Subject to the assumptions, qualifications and limitations set forth in the Discussion, we hereby confirm that the statements of legal conclusions contained in the Discussion, insofar as they purport to constitute statements of U.S. federal tax law and regulations or legal conclusions with respect thereto, are our opinion.

In providing this opinion, we have examined and are relying upon the truth and accuracy at all relevant times of the statements, covenants and representations contained in (i) the Registration Statement, (ii) such other documents, certificates, and records we have deemed necessary or appropriate as a basis for the opinion set forth herein, and (iii) other information provided to us by the Company.

EnerJex Resources, Inc. -2- June 4, 2014

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the Commission promulgated thereunder.

Sincerely yours,

/s/ Reicker, Pfau, Pyle & McRoy LLP

REICKER, PFAU, PYLE & MCROY LLP

EX-99.2

Irrevocable Proxy and Voting Agreement

This Irrevocable Proxy and Voting Agreement (this "Agreement") is made and entered into, effective as of May 12, 2014 (the "Effective Date"), by and between West Coast Opportunity Fund, LLC, a Delaware limited liability company ("WCOF"), and Montecito Venture Partners, LLC, a Delaware limited liability company ("MVP"), with reference to the following facts:

Recitals:

A. WCOF owns 51,592,871 shares (the "WCOF Shares") of the common stock of EnerJex Resources, Inc., a Nevada corporation ("EnerJex"), representing approximately 45% of the issued and outstanding voting stock of EnerJex.

B. MVP owns 4,176,312 shares of the common stock of EnerJex and 2,417,660 shares of the Series A Preferred Stock of EnerJex (the "MVP Shares"), representing approximately 6% of the issued and outstanding voting stock of EnerJex.

C. WCOF and MVP have agreed to execute this Agreement in order to memorialize their agreement that MVP shall vote all of its “MVP Voting Securities” (as defined below) in favor of such nominees to the Board of Directors as WCOF determines to be appropriate.

Agreements:

Now, Therefore, in consideration of the foregoing and the mutual promises, representations, warranties, covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Definitions. For purposes of this Agreement, the term:

(a) "Beneficially Own" or "Beneficial Ownership" with respect to any securities shall mean such ownership, control or power to direct the voting or investment with respect thereto. Securities Beneficially Owned by MVP shall include securities Beneficially Owned by all other persons with whom MVP would constitute a "group" as within the meaning of Section 13(d)(3) of the Exchange Act, as amended.

(b) "Change of Control Transaction" means mean any transaction, or series of related transactions, involving (i) a sale of more than fifty percent (50%) of the outstanding shares of EnerJex's capital stock; (ii) any sale of all or substantially all of the assets of EnerJex other than in the ordinary course of EnerJex's business; or (iii) a merger, consolidation, or other similar reorganization transaction in which persons who were stockholders of EnerJex immediately prior to the closing thereof own, immediately after such closing, fifty percent (50%) or less of the outstanding capital stock of EnerJex or the surviving corporation, as the case may be.

(c) "MVP Voting Securities" collectively shall mean and include the MVP Shares and all of other voting securities in EnerJex that are Beneficially Owned by MVP as of the date of this Agreement (as set forth on the signature page hereof), and all other voting securities of EnerJex that MVP hereafter may acquire.

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2. Voting Agreement. MVP hereby covenants and agrees with WCOF that subject to Section 3(c), below, at any meeting of EnerJex's stockholders, however called, and in connection with any written consent of EnerJex's stockholders, MVP shall vote the MVP Voting Securities as of the date of such meeting or written consent, (i) in favor of the election of such nominees to the Board of Directors of EnerJex as WCOF approves in writing, and (ii) against the election of such nominees to the Board of Directors of EnerJex as WCOF disapproves in writing.

3. Irrevocable Proxy.

(a) Appointment. For the term of this Agreement, MVP hereby constitutes and appoints WCOF, which shall act by and through Lance W. Helfert or R. Atticus Lowe (each, a "Proxy Holder"), or either of them, with full power of substitution, its true and lawful proxy and attorney-in-fact to vote at any meeting (and any adjournment or postponement thereof) of EnerJex's stockholders, and in connection with any written consent of EnerJex's stockholders, (i)  in favor of the election of such nominees to the Board of Directors of EnerJex as WCOF approves in writing, and (ii) against the election of such nominees to the Board of Directors of EnerJex as WCOF disapproves in writing.

(b) Irrevocable. The proxy and power of attorney granted herein shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy, and shall revoke all prior proxies granted by MVP. MVP shall not grant to any person any proxy which conflicts with the proxy granted herein, and any attempt to do so shall be void. The power of attorney granted herein is a durable power of attorney and shall survive the death or incapacity of MVP.

(c) Exercise. The Proxy Holder may exercise the proxy granted herein, only during the term of this Agreement, and shall have the right to vote the MVP Voting Securities at any meeting of EnerJex's stockholders and in any action by written consent of EnerJex's stockholders in accordance with the provisions of Section 3(a). Unless expressly requested by WCOF or the Proxy Holder in writing, MVP shall not vote any or all of the MVP Voting Securities, with respect to the matters described in Section 3(a) above, at any such meeting or in connection with any such written consent of stockholders with respect to the matters described in Section 3(a); provided that MVP may vote the MVP Voting Securities with respect to all other matters. The vote of the Proxy Holder shall control in any conflict between a vote of or written consent with respect to the MVP Voting Securities by Proxy Holder and a vote or action by MVP with respect to the MVP Voting Securities.

4. Other Covenants, Representations and Warranties. MVP hereby represents and warrants to and covenants with WCOF as follows:

(a) Ownership of MVP Voting Securities. MVP is the Beneficial Ownership of all the MVP Shares. On the date hereof, the MVP Shares constitute all of the voting securities of EnerJex beneficially owned by MVP. MVP has voting power with respect to the matters set forth in Section 2 and Section 3(a), above, with respect to all of the MVP Voting Securities, with no limitations, qualifications or restrictions on such rights.

(b) Power; Binding Agreement. MVP has the legal capacity, power and authority to enter into and perform all of its obligations under this Agreement.

(c) Restriction on Transfer, Proxies and Non-Interference. Except as otherwise expressly contemplated by this Agreement, during the term of this Agreement, MVP shall not, directly or indirectly: (i) grant any proxies or powers of attorney with respect to any MVP Voting Securities or deposit any MVP Voting Securities into a voting trust or enter into a voting agreement with respect to any MVP Voting Securities.

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5. Term and Termination. The term of this Agreement, including without limitation the proxy granted pursuant to Section 3 hereof and MVP's covenants and agreements contained herein with respect to the MVP Voting Securities, shall commence on the effective date of this Agreement and shall terminate immediately upon the earliest to occur of: (a) the date that is ten (10) years from the date hereof; (b) the Closing of a Change of Control Transaction with respect to EnerJex; or (c) upon ninety (90) days' advance written notice by either party to the other party.

6. Remedies. Notwithstanding anything to the contrary contained in this Agreement, in the event of a breach or threatened breach by MVP of any representation, warranty, covenant, agreement or obligation set forth in this Agreement prior to such termination of this Agreement, WCOF shall have all remedies available under applicable law, including but not limited to (a) obtaining equitable relief to prevent such breach, and (b) obtaining an order of specific performance requiring MVP to comply with MVP's obligations hereunder.

7. Miscellaneous.

(a) adequate consideration. MVP acknowledges and agrees that the execution and delivery of this Agreement by WCOF constitutes full and adequate consideration for MVP's execution and delivery of this Agreement and MVP's performance of its obligations under this Agreement.

(b) Entire Agreement; Amendments. This Agreement (i) represents the entire understanding of the parties regarding the subject matter hereof, and supersedes all other prior and contemporaneous agreements and understandings, both written and oral, between or among the parties with respect to the subject matter hereof, and (ii) may not be amended, changed, supplemented, waived or otherwise modified or terminated, except upon the execution and delivery of a written agreement executed by the parties hereto.

(c) Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed to be given and received (i) when delivered in person, (ii) on the date on which transmitted by facsimile provided that there is a written receipt evidencing a successful transmission, (iii) on the third (3^rd) business day after the date on which deposited in the United States mail in a sealed envelope, postage prepaid, or (iv) on the next business day after the date on which deposited in a sealed envelope with a nationally-recognized overnight courier (e.g., Federal Express), freight prepaid, addressed to the party for whom intended at the address, facsimile number, or email address for such party on the signature page hereof, or such other address or facsimile number, notice of which is provided in a manner permitted by this Section 8(c).

(d) Assignment. This Agreement shall not be assigned by operation of law or otherwise without the prior written consent of the other party; provided, however, that (i) in connection with any assignment that is consented to by the other party, (A) the rights and duties created herein shall attach to the MVP Voting Securities and be binding upon any person to whom legal or beneficial Ownership shall pass by operation of law, and (B) notwithstanding any transfer of the MVP Voting Securities, MVP shall remain liable for the performance of all obligations imposed upon MVP under this Agreement, and (ii) WCOF may, in its sole discretion and without the prior written consent of MVP, assign its rights and obligations hereunder to any direct or indirect wholly-owned subsidiary of WCOF.

(e) Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, then such invalidity, illegality or unenforceability will not affect any other provision or portion of any provision in such jurisdiction, and this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein.

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(f) No Waiver. The failure of any party hereto to exercise any right, power or remedy provided under this Agreement or otherwise available in respect hereof at law or in equity, or to insist upon compliance by any other party hereto with its obligations hereunder, and any custom or practice of the parties at variance with the terms hereof, shall not constitute a waiver by such party of its right to exercise any such or other right, power or remedy or to demand such compliance.

(g) Governing Law; Venue; Specific Performance; Waiver of Jury Trial. THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF.

(i) The parties agree that irreparable damage would occur and that the parties would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any federal court or in California state court, this being in addition to any other remedy to which they are entitled at law or in equity.

(ii) EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS SECTION 8(g).

(h) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which shall constitute one and the same agreement, binding on each signatory thereto.

[Signatures appear on the following page.]

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In Witness Whereof, WCOF and MVP have executed this Agreement, effective as of the Effective Date set forth above.

"WCOF:" West Coast Opportunity Fund, LLC, a Delaware limited liability company   By       West Coast Asset Management, Inc., a California corporation, its Managing Member     By                                                                    Name & title:   Address, Facsimile & Email for Notices:   West Coast Opportunity Fund, LLC c/o West Coast Asset Management, Inc. ATTN: Mr. Lance W. Helfert 1205 Coast Village Road Montecito, CA 93108   Telephone No.: (805) 653-5333 Facsimile No.: (805) 648-6466 Email: compliance@wcam.com   “MVP:” Montecito Venture Fund, LLC, a Delaware limited liability company       By                                                                             Name & title:   Address, Facsimile & Email for Notices:   Montecito Venture Fund, LLC c/o West Coast Asset Management, Inc. ATTN: Mr. R. Atticus Lowe 1205 Coast Village Road Montecito, CA 93108   Telephone No.: (805) 653-5333 Facsimile No.: (805) 648-6466 Email: alowe@wcam.com  

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