Exhibit 5.1

 

 

September 23, 2022

 

Ring Energy, Inc.

1725 Hughes Landing Boulevard, Suite 900

The Woodlands, Texas 77380

 

Re:Registration Statement on Form S-3

 

Ladies and Gentlemen:

 

We have acted as counsel to Ring Energy, Inc., a Nevada corporation (the “Company”), in connection with the preparation and filing with the U.S. Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-3 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration under the Securities Act and the proposed offering and sale from time to time pursuant to Rule 415 under the Securities Act by the selling stockholders named therein (the “Selling Stockholders”), together or separately, of up to 63,888,889 shares of the Company’s common stock, $0.001 par value per share. Of these shares, 21,339,986 are presently issued and outstanding (the “Initial Shares”). An additional 42,548,903 shares (the “Conversion Shares”) will be issued upon the automatic conversion of 153,176 shares of the Company’s Series A Convertible Preferred Stock, $0.001 par value per share.

 

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 Articles of Incorporation and Bylaws of the Company, each as restated and/or amended to date, the Certificate of Designation of the Series A Preferred Stock 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.

 

Based on the foregoing, and subject to the assumptions, qualifications, limitations, and exceptions set forth herein, we are of the opinion that the Initial Shares have been duly authorized and are validly issued, fully paid and nonassessable and that the preferred stock has been duly authorized and upon conversion thereof in accordance with the terms of the preferred stock, the Conversion Shares will be validly issued, fully paid and non-assessable.

 

The foregoing opinion is limited in all respects to Chapter 78 of the Nevada Revised Statutes (including the applicable reported judicial decisions interpreting these laws) and the federal laws of the United States of America, and we do not express any opinions as to the laws of any other jurisdiction, domestic or foreign.

 

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 Letter 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 Letter as an exhibit to the Registration Statement and to the references to our firm under the caption “Legal Matters” in the prospectus forming a part of the Registration Statement. In giving our consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

 

  Very truly yours,
   
  /s/ Jones & Keller, P.C.