Attached files

                                    EXHIBIT 5





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

Will Hart

                                December 10, 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:

     o    1,038,000  Series A warrants to those  shareholders who were owners of
          the Company's common stock on September 9, 2008;

     o    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; and

     o    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:

     o    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;

     o    up to 2,060,000 Series A warrants  acquired by the shareholders in the
          acquisition;

     o    up to 4,000,000  shares of common stock  issuable upon the exercise of
          outstanding options;

     o    up to 2,000,000  shares of our common  stock which were  acquired in a
          private offering;

     o    up to 1,000,000  Series A warrants  which were acquired in the private
          offering;

     o    up to 1,000,000  shares of common  stock which are  issuable  upon the
          exercise of Series B Warrants which warrants were sold in the private
          offering;

     o    up to 63,466  shares  of common  stock  which  are  issuable  upon the
          exercise of sales agent warrants;




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

     o    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) for those shares which are presently outstanding, the Company was
authorized to issue such shares and such shares are legally issued, fully paid
and non-assessable shares of the Company's common stock;

       (ii) the Company is authorized to issue the 1,038,000 Series A warrants
mentioned above and such warrants when issued, will be legal and binding
obligations of the Company;

       (iii)the Company was authorized to issue the 3,091,737 Series A warrants
mentioned above, and such warrants are legal and binding obligations of the
Company; and

       (iv) any shares issued upon the exercise of the options or warrants
listed above if 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

                                           /s/ William T. Hart

                                           William T. Hart