Attached files
| file | filename |
|---|---|
| EX-23.1 - CONSENT OF GRANT THORNTON LLP - Yuma Energy, Inc. | yuma_ex231.htm |
| EX-23.3 - CONSENT OF NETHERLAND, SEWELL AND ASSOCIATES, INC - Yuma Energy, Inc. | yuma_ex233.htm |
| EX-23.2 - CONSENT OF PRICEWATERHOUSECOOPERS LLP - Yuma Energy, Inc. | yuma_ex232.htm |
| S-1 - FORM S1 REGISTRATION STATEMENT - Yuma Energy, Inc. | yuma_s1.htm |
Exhibit 5.1
June 7,
2017
Yuma
Energy, Inc.
1177
West Loop South, Suite 1825
Houston,
Texas 77027
Re:
Registration Statement on Form
S-1
Ladies
and Gentlemen:
This
opinion is furnished to you in connection with a Registration
Statement on Form S-1 (the “Registration Statement”)
filed with the Securities and Exchange Commission (the
“Commission”) under the Securities Act of 1933, as
amended (the “Securities Act”), for the registration of
an aggregate of 10,917,957 shares (the “Shares”) of
common stock, $0.001 par value per share (the “Common
Stock”), of Yuma Energy, Inc., a Delaware corporation (the
“Company”), consisting of 9,118,474 shares of Common
Stock and 1,799,483 shares of Common Stock issuable upon conversion
of 1,799,483 shares of Series D Convertible Preferred Stock, $0.001
par value per share (the “Series D Preferred Stock”),
of the Company. All of the Shares are being registered on behalf of
certain stockholders of the Company (the “Selling
Stockholders”).
We are
acting as counsel for the Company in connection with the
registration for resale of the Shares. We have examined signed
copies of the Registration Statement filed with the Commission. We
have also examined and relied upon resolutions of the Board of
Directors of the Company, the Certificate of Incorporation and
bylaws of the Company, each as restated and/or amended to date, and
such other documents as we have deemed necessary for purposes of
rendering the opinions hereinafter set forth.
In our
examination of the foregoing documents, we have assumed the
genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents
of all documents submitted to us as copies, the authenticity of the
originals of such latter documents, and the legal competence of all
signatories to such documents.
We
assume that the appropriate action will be taken, prior to the
offer and sale of the Shares, to register and qualify the Shares
for sale under all applicable state securities or “blue
sky” laws.
We
express no opinion herein as to the laws of any state or
jurisdiction other than the General Corporation Law of the State of
Delaware and the federal laws of the United States of
America.
Based
upon and subject to the foregoing, we are of the opinion that the
Shares have been duly authorized and are validly issued, fully paid
and non-assessable.
Please
note that we are opining only as to the matters expressly set forth
herein, and no opinion should be inferred as to any other matters.
This opinion is based upon currently existing statutes, rules,
regulations and judicial decisions, and we disclaim any obligation
to advise you of any change in any of these sources of law or
subsequent legal or factual developments which might affect any
matters or opinions set forth herein.
We
hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the
Securities Act and to the use of our name therein and in the
related prospectus under the caption “Legal Matters.”
In giving such consent, we do not hereby admit that we are in the
category of persons whose consent is required under Section 7 of
the Securities Act or the rules and regulations of the
Commission.
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Very
truly yours,
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/s/
Jones & Keller, P.C.
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