Attached files
EXHIBIT 5.1
Axelrod & Smith
An Association of Professional Corporations
ATTORNEYS AT LAW
5300 Memorial Drive, Suite 1000
Houston, Texas 77007-8292
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Robert
D. Axelrod, P.C.
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Telephone
(713) 861-1996
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Facsimile
(713) 552-0202
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January 14, 2020
Torchlight Energy Resources, Inc.
John A. Brda, President
5700 W. Plano Parkway, Suite 3600
Plano, Texas 75093
Ladies and Gentlemen:
We have acted as counsel to Torchlight Energy
Resources, Inc., a Nevada corporation (the
“Company”), in connection with the proposed
offering and sale by the Company of up to 3,778,572 shares (the
“Shares”) of the Company’s common stock, par
value $0.001 per share, which amount includes 492,857 Shares
which may be issued pursuant to the Underwriter’s
over-allotment option, pursuant to the Registration Statement on
Form S-3 (No. 333-220181) (the “Registration
Statement”), filed with the Securities and Exchange
Commission (the “Commission”) under the Securities Act
of 1933, as amended (the “Securities Act”), by the
Company on August 25, 2017 and declared effective by the Commission
on September 28, 2017, the related base prospectus dated September
28, 2017 (the “Base Prospectus”) and the prospectus
supplement dated January 14, 2020 (together with the Base
Prospectus, the “Prospectus”). This opinion is being
furnished to you in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Securities Act.
You
have requested our opinion as to the matters set forth below in
connection with the Registration Statement, the Prospectus and the
offering of the Shares thereunder. For purposes of rendering such
opinion, we have examined (i) the Registration Statement, (ii) the
Prospectus, (iii) the Company’s Articles of Incorporation and
amendments thereto, as filed with the Secretary of State of the
State of Nevada, as presently in effect, (iv) the Amended and
Restated Bylaws of the Company, as presently in effect, and (v) the
records of corporate actions of the Company relating to the
Registration Statement, the Prospectus and the authorization for
issuance and sale of the Shares, and matters in connection
therewith. We have also made such other investigation as we have
deemed appropriate. We have examined and relied upon certificates
of public officials and, as to certain matters of fact that are
material to our opinion, we have also relied on a certificate of
officers of the Company. In making our examination, we have assumed
the genuineness of all signatures, the authenticity of all
documents presented to us as copies thereof, and the authenticity
of the original documents from which any such copies were made,
which assumptions we have not independently verified.
Our
opinion set forth below is limited to the Nevada Revised
Statutes.
Based
upon and subject to the foregoing, it is our opinion that the
Shares are duly authorized for issuance by the Company and, when
issued and paid for as described in the Prospectus, will be validly
issued, fully paid and nonassessable.
We
hereby consent to the filing of this opinion as an exhibit to the
Company’s Current Report on Form 8-K to be filed with the
Commission and to the reference to this firm in the Prospectus
under the caption “Legal Matters.” In giving our
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 thereunder.
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Very
truly yours,
/s/
Axelrod & Smith
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