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                                    EXHIBIT 5








                                 October 9, 2009


Synergy Resources Corporation
20203 Highway 60
Platteville, CO 80651


This letter will constitute an opinion upon the legality of the issuance by
Synergy Resources Corporation, a Colorado corporation (the "Company"), of:

          -    1,038,000 Series A warrants to those shareholders who were owners
               of the Company's common stock on September 9, 2008, and
          -    up to 1,038,000 shares of common stock to the holders of the
               1,038,000 Series A warrants if and when the warrants are
               exercised,
          -    Up to 3,091,733 shares of common stock to the holders of the
               Series A warrants described below if and when the warrants are
               exercised.

     the sale by certain shareholders of the Company of:

          -    up to 8,060,000 shares of the Company's common stock which
               certain shareholders acquired in connection with our acquisition
               of Synergy Resources Corporation,
          -    up to 2,060,000 Series A warrants acquired by the shareholders in
               the acquisition,
          -    up to 2,060,000 shares of common stock which may issuable upon
               the exercise of the Series A warrants.
          -    up to 4,000,000 shares of common stock issuable upon the exercise
               of outstanding options.

          -    up to 2,000,000 shares of our common stock which were acquired in
               a private offering;
          -    up to  1,000,000  Series A warrants  which were  acquired  in the
               private offering; and
          -    up to 2,000,000 shares of common stock which are issuable upon
               the exercise of Series A and Series B Warrants which warrants
               were sold in the private offering.

          -    up to 63,466 shares of common stock which are issuable upon the
               exercise of sales agent warrants;
          -    up to 63,466 shares of common stock which are issuable upon the
               exercise of the Series A and Series B warrants included as part
               of the sales agent's warrants.
          -    up to 31,733 Series A warrants issuable upon the exercise of the
               sales agent's warrants.



all as referred to in the Registration Statement on Form S-1 filed by the
Company with the Securities and Exchange Commission.

We have examined the Articles of Incorporation, the Bylaws, and the minutes of
the Board of Directors of the Company, and the applicable laws of the State of
Colorado applicable provisions of the Colorado Revised Statutes and the Colorado
Constitution, all reported judicial decisions interpreting the same, and a copy
of the Registration Statement. In our opinion:

(i) the Company was, and is, authorized to issue the shares of stock mentioned
above and such shares, when sold, will be legally issued and will represent
fully paid and non-assessable shares of the Company's common stock, and

(ii) the Company was, and is, authorized to issue the Series A warrants
mentioned above and such warrants when sold, will be legally issued and any
shares issued upon the exercise of the warrants, if the warrants are exercised
in accordance with their terms will be legally issued and will represent fully
paid and non-assessable shares of the Company's common stock.

Very truly yours,

HART & TRINEN



William T. Hart