Attached files
| file | filename |
|---|---|
| EX-23.1 - EX-23.1 - American Resources Corp | arec_ex231.htm |
| S-1/A - S-1/A - American Resources Corp | arec_s1.htm |
Exhibit
5.1
Law Office of Clifford J. Hunt, P.A.
8200
Seminole Boulevard
Seminole,
Florida 33772
(727)
471-0444 Telephone
(727)
471-0447 Facsimile
www.huntlawgrp.com
Reply to:
cjh@huntlawgrp.com
July 3,
2018
Mark C.
Jensen, CEO
American
Resources Corporation
9002
Technology lane
Fishers,
IN 46038
Re:
Registration
Statement on Form S-1 for American Resources
Corporation
Dear
Mr. Jensen:
You
have requested our opinion, as counsel for American Resources
Corporation, a Florida corporation (the “Company”), in
connection with a Registration Statement on Form S-1 (the
“Registration Statement”) to be filed by the Company
with the United States Securities and Exchange Commission (the
“Commission”) under the Securities Act of 1933 (the
“Act”), as amended, regarding the legality of the
40,000,000 shares (the “Shares”) of Class
“A” Common Stock, par value $0.0001 per share, of the
Company which are being registered in the Registration
Statement.
We have
made such legal examination and inquiries as we have deemed
advisable or necessary for the purpose of rendering this opinion
and have examined originals or copies of the following documents
and corporate records:
1.
Articles of
Incorporation and amendments thereto;
2.
Bylaws;
3.
Resolutions of the
Board of Directors authorizing the issuance of the Shares;
and
4.
Such other
documents and records as we have deemed relevant in connection with
this opinion.
Mark C.
Jensen, CEO
Re:
American Resources
July 3,
2018
Page
2 of
2
In
rendering this opinion, we have relied upon, with the consent of
the Company and its Board of Directors: (i) the representations of
the Company, its officers and directors as set forth in the
aforementioned documents as to factual matters; and (ii) assurances
from the officers and directors of the Company regarding factual
representations as we have deemed necessary for purposes of
expressing the opinions set forth herein. We have not undertaken
any independent investigation to determine or verify any
information and representations made by the Company, its officers
and directors in the aforementioned documents and have relied upon
such information and representations as being accurate and complete
in expressing our opinion.
We have
assumed in rendering the opinions set forth herein that no person
or entity has taken any action inconsistent with the terms of the
aforementioned documents or prohibited by law. This opinion letter
is limited to the matters set forth herein and no opinions may be
implied or inferred beyond the matters expressly stated herein. We
undertake no, and hereby disclaim any, obligation to make any
inquiry after the date hereof or to advise you of any changes in
any matter set forth herein, whether based on a change in the law,
a change in any fact relating to the Company or any other person or
any other circumstance.
It is
our opinion that the 40,000,000 shares
of Class “A” Common Stock of the Company being
registered pursuant to the Registration Statement by the Company,
were duly authorized by all necessary corporate action on the part
of the Company and when issued in exchange for the agreed
consideration, will be validly issued, fully paid and
non-assessable and, when sold as contemplated in the Registration
Statement, will continue to be validly issued, fully paid and
non-assessable. This opinion letter opines upon applicable
provisions of the Securities Act of 1933, Florida law including the
statutory provisions, all applicable provisions of the Florida
Constitution and reported judicial decisions interpreting those
laws.
We
hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our law firm under
the caption “Interest of Named Experts and Counsel” in
the Registration Statement. In giving this consent, we do not
thereby admit that we are within the category of persons whose
consent is required under Section 7 of the Act and the rules and
regulations of the Securities and Exchange Commission promulgated
thereunder.
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Sincerely,
LAW
OFFICE OF CLIFFORD J. HUNT, P.A.
/s/: Clifford J. Hunt, Esquire
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