Attached files
| file | filename |
|---|---|
| S-1/A - AgEagle Aerial Systems Inc. | v176355_s1a.htm |
| EX-21.1 - AgEagle Aerial Systems Inc. | v176355_ex21-1.htm |
| EX-23.1 - AgEagle Aerial Systems Inc. | v176355_ex23-1.htm |
| EX-23.3 - AgEagle Aerial Systems Inc. | v176355_ex23-3.htm |
DeMint
Law, PLLC
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3753
Howard Hughes Parkway
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Telephone:
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(702)
586-6436
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Suite
200, #314
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Facsimile:
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(702)
442-7995
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Las
Vegas, Nevada 89169
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email:
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anthony@demintlaw.com
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March 4,
2010
EnerJex
Resources, Inc.
27
Corporate Woods, Suite 350
10975
Grandview Drive
Overland
Park, Kansas 66210
Ladies
and Gentlemen:
As
counsel for EnerJex Resources, Inc., a Nevada corporation (the “Company”), I 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”), 1,390,000
shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”).
I have
examined the Company’s Registration Statement, the Standby Equity Distribution
Agreement (“SEDA”),
resolutions of the Company’s Board of Directors relating to the authorization
and issuance of the Common Stock, and such other documents as I have deemed
necessary or appropriate in order to express these opinions.
In my
examination, I have assumed the legal capacity of all natural persons, the
genuineness of all signatures, the authenticity of all documents submitted to me
as originals, the conformity to original documents of all documents submitted to
me as certified, conformed, photostatic or facsimile copies and the authenticity
of the originals of such latter documents. In making my examination of executed
documents, I 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, I have relied upon oral or
written statements and representations of officers and other representatives of
the Company and others. I have assumed that the form of certificate or other
instrument or document to be issued after the date hereof representing the
Common Stock to be issued under the Registration Statement will conform in all
respects to the requirements applicable under the Nevada Revised Statutes (the
“NRS”).
I 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, I have
assumed, without having made any independent investigation, that such laws do
not affect any of the opinions set forth herein.
In
connection with my opinion expressed below, I have assumed that, at or prior to
the time of the delivery of any shares of Common Stock, the Registration
Statement will have been declared effective under the Securities Act, the
registration will apply to such shares of Common Stock and will not have been
modified or rescinded, issuance of the shares of Common Stock will have complied
with all applicable state securities laws, and there will not have occurred any
change in law affecting the validity of the issuance of such shares of Common
Stock.
Based on
my examination described above, subject to the assumptions and limitations
stated herein, and relying on the statements of fact contained in the documents
that I have examined, I am of the opinion that the outstanding 90,000 shares of
common stock issued to Paladin have been duly authorized and are validly issued,
fully paid and non-assessable, and that, with respect to the 1,300,000
additional shares to be issued under the SEDA, when (i) the Registration
Statement, as finally amended, has become effective under the Securities Act,
and (iii) the SEDA Shares are issued and paid for in accordance with the terms
and conditions of the SEDA, the SEDA Shares will be validly issued, fully paid
and nonassessable. It is understood that this opinion is to be used only in
connection with the offer and sale of the shares of Common Stock while the
Registration Statement is in effect.
I hereby
consent to the filing of this opinion with the Commission as an exhibit to the
Registration Statement. I also hereby consent to the use of my name under the
heading “Legal Matters” in the prospectus which forms a part of the Registration
Statement. In giving this consent, I do not thereby admit that I am 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 I disclaim any undertaking to
advise you of any subsequent changes in the facts stated or assumed herein or of
any subsequent changes in applicable laws.
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Very
truly yours,
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/s/
Anthony N. DeMint
Anthony
N. DeMint, Esq.
For
the firm
DeMint
Law, PLLC
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