Attached files
| file | filename |
|---|---|
| S-1/A - REGISTRATION STATEMENT - LILIS ENERGY, INC. | fs12013a2_recoveryenergy.htm |
| EX-21.1 - LIST OF SUBSIDIARIES OF THE REGISTRANT. - LILIS ENERGY, INC. | fs12013a2ex21i_recoveryener.htm |
July 1, 2013
Recovery Energy, Inc.
1900 Grant Street, Suite 720
Denver, CO 80203
Ladies and Gentlemen:
We have acted as counsel to Recovery Energy, Inc., a Nevada corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), of the Company’s registration statement on Form S-1 (the “Registration Statement”) relating to 14,491,499 shares of common stock of the Company, par value $0.0001 per share (“Common Stock”) that may be offered for sale from time to time by the selling stockholders named therein consisting of (i) 6,448,913 shares of Common Stock issuable upon exercise of outstanding warrants (the “Warrant Shares”), (ii) 3,477,631 shares of Common Stock issuable upon conversion of outstanding 8% Senior Secured Debentures due May 16, 2014 (the “Debentures”) (the “Debenture Shares”), (iii) 1,160,326 shares of Common Stock that may be issued by the Company in the future to holders of the Debentures as interest payments in connection with the Debentures (the “PIK Shares”) and (iv) 3,404,629 outstanding shares of common stock (the “Outstanding Shares”).
In rendering the opinion set forth below, we have examined the Registration Statement. We have also examined the originals, or duplicates or certified or conformed copies, of such corporate and other records, agreements, documents and other instruments and have made such other investigations as we deemed relevant and necessary in respect of the authorization and issuance of the Shares, and such other matters as we deemed appropriate. We have also assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies, and the authenticity of the originals of such latter documents.
Based upon the foregoing, and subject to the limitations, qualifications, exceptions and assumptions expressed herein, we are of the opinion that
1. The Warrant Shares and the Debenture Shares have been duly authorized and, when and to the extent (i) the Warrant Shares have been issued on exercise of the warrants in accordance with the terms of the warrants, and (ii) the Debenture Shares have been issued on conversion of the Debentures in accordance with the terms of the Debentures, the Warrant Shares and the Debenture Shares will be validly issued, fully paid and non-assessable shares of common stock of the Company.
Recovery Energy, Inc.
July 1, 2013
Page 2
2. The PIK Shares have been duly authorized and, when and to the extent issued in accordance with the terms of the Debentures, will be validly issued, fully paid and non-assessable shares of common stock of the Company.
3. The Outstanding Shares have been duly authorized and validly issued, and are fully paid and non-assessable shares of common stock of the Company.
We are opining herein as to the Nevada Private Corporations Chapter of the Nevada Revised Statutes, Nev. Rev. Stat. 78, including interpretations thereof in published decisions of the Nevada courts, and we express no opinion with respect to any other laws.
This opinion is given as of the date hereof and we have no obligation to update this opinion to take into account any change in applicable law or facts that may occur after the date hereof.
We hereby consent to be named in the Registration Statement, as amended from time to time, as the attorneys who will pass upon legal matters in connection with the issuance of the Shares, and to the filing of this opinion as an Exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules of the Securities and Exchange Commission.
| Very truly yours, | ||
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Davis Graham & Stubbs LLP
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DAVIS GRAHAM & STUBBS LLP
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