Attached files
file | filename |
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EX-23.3 - CONSENT OF NETHERLAND, SEWELL & ASSOCIATES, INC. - Yuma Energy, Inc. | yuma_ex233.htm |
EX-23.2 - CONSENT OF PRICEWATERHOUSECOOPERS LLP. - Yuma Energy, Inc. | yuma_ex232.htm |
EX-23.1 - CONSENT OF GRANT THORNTON LLP - Yuma Energy, Inc. | yuma_ex231.htm |
EX-4.1 - SPECIMEN STOCK CERTIFICATE - Yuma Energy, Inc. | yuma_ex41.htm |
S-1 - REGISTRATION STATEMENT - Yuma Energy, Inc. | yuma_s1.htm |
Exhibit 5.1
September
13, 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
up to an aggregate of 9,200,000 shares (the “Shares”)
of common stock, $0.001 par value per share (the “Common
Stock”), of Yuma Energy, Inc., a Delaware corporation (the
“Company”).
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, upon issuance, shall be 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.
Very
truly yours,
/s/
Jones & Keller, P.C.