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EX-99.1 - EX-99.1 - Lonestar Resources US Inc.d314257dex991.htm
EX-1.1 - EX-1.1 - Lonestar Resources US Inc.d314257dex11.htm
8-K - FORM 8-K - Lonestar Resources US Inc.d314257d8k.htm

Exhibit 5.1

 

   811 Main Street, Suite 3700   
   Houston, TX 77002   
   Tel: +1.713.546.5400 Fax: +1.713.546.5401   
LOGO    www.lw.com   
  

 

FIRM / AFFILIATE OFFICES

  
   Barcelona    Moscow   
   Beijing    Munich   
   Boston    New York   
   Brussels    Orange County   
   Century City    Paris   

December 22, 2016

 

Lonestar Resources US Inc.

600 Bailey Avenue, Suite 200

Fort Worth, TX 76107

United States

   Chicago    Riyadh   
   Dubai    Rome   
   Düsseldorf    San Diego   
   Frankfurt    San Francisco   
   Hamburg    Seoul   
   Hong Kong    Shanghai   
   Houston    Silicon Valley   
   London    Singapore   
   Los Angeles    Tokyo   
   Madrid    Washington, D.C.   
   Milan      

Re: Registration Statement No. 333-214265; 13,800,000 shares of Common Stock, par value $0.001 per share.

Ladies and Gentlemen:

We have acted as special counsel to Lonestar Resources US Inc., a Delaware corporation (the “Company”), in connection with the proposed issuance and sale by the Company of 13,800,000 shares of Class A common stock of the Company, par value $0.001 per share (the “Shares”), pursuant to a registration statement on Form S–1 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on October 27, 2016 (Registration No. 333-214265) (as amended, the “Registration Statement”). The term “Shares” shall include any additional shares of common stock registered by the Company pursuant to Rule 462(b) under the Act, in connection with the offering contemplated by the Registration Statement. This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related Prospectus, other than as expressly stated herein with respect to the issuance of the Shares.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters.

We are opining herein as to the Delaware General Corporation Law (the “DGCL”), and we express no opinion with respect to any other laws.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers, the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the


December 22, 2016

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Shares will be validly issued, fully paid and non-assessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm in the Prospectus under the heading “Legal Matters.” We further consent to the incorporation by reference of this letter and consent into any registration statement filed pursuant to Rule 462(b) with respect to the Shares. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

 

Very truly yours,
/s/ Latham & Watkins LLP