Approach Operating S3 Shelf registration | SEC 15 Jan 10

Exhibit 5.1

Thompson & Knight LLP


		ATTORNEYS AND COUNSELORS		AUSTIN DALLAS FORT WORTH
				HOUSTON NEW YORK
		1722 ROUTH STREET•SUITE 1500 DALLAS, TEXAS 75201-2533 (214) 969-1700 FAX (214) 969-1751 www.tklaw.com		SAN ANTONIO


				ALGIERS LONDON MEXICO CITY MONTERREY PARIS

January 15, 2010

Approach Resources Inc.
One Ridgmar Centre
6500 West Freeway, Suite 800
Fort Worth, Texas 76116

Re:

Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as special counsel to Approach Resources Inc., a Delaware corporation (the “Company”), and the Company’s subsidiaries that are co-registrants (the Company and such subsidiaries being the “Relevant Parties”) with respect to the preparation of the Registration Statement on Form S-3 (the “Registration Statement”) filed on or about the date hereof with the Securities and Exchange Commission (the “Commission”) in connection with the registration by the Company under the Securities Act of 1933 (the “Securities Act”) of the offer and sale by the Company from time to time, pursuant to Rule 415 under the Securities Act, of up to $150,000,000 aggregate gross proceeds of the following securities:

(1) debt securities of the Company, which may be either senior or subordinated and which may be issued in one or more series, consisting of notes, debentures or other evidences of indebtedness (the “Debt Securities”), and which may be fully and unconditionally guaranteed (the “Guarantees”) by the Company’s subsidiaries listed as co-registrants in the Registration Statement (the “Subsidiary Guarantors”);

(2) shares of preferred stock, par value $.01 per share, of the Company, in one or more series (the “Preferred Stock”), which may be issued in the form of depositary shares evidenced by depositary receipts (the “Depositary Shares”);

(3) shares of common stock, par value $.01 per share, of the Company (the “Common Stock”);

(4) warrants for the purchase of Common Stock (the “Warrants”);

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January 15, 2010
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(5) rights to purchase Debt Securities, Preferred Stock, Common Stock or other securities registered on the Registration Statement (the “Rights”);

(6) units consisting of one or more shares of Common Stock or Preferred Stock, Warrants or any combination of such securities (the “Units” and, together with the Debt Securities, the Guarantees, the Preferred Stock, the Depositary Shares, the Common Stock, the Warrants and the Rights, the “Securities”); and

(7) such indeterminate amount of the Securities as may be issued in exchange for or upon conversion or exercise of, as the case may be, the Securities.

We have also participated in the preparation of the Prospectus (the “Prospectus”) contained in the Registration Statement to which this opinion is an exhibit.

In connection with the opinions expressed herein, we have examined:

(i) originals or copies, certified or otherwise identified to our satisfaction, of the organizational or governing documents of the Company and the Subsidiary Guarantors, each as amended to the date hereof;

(ii) the Registration Statement;

(iii) the Prospectus;

(iv) the form of Senior Indenture (the “Senior Indenture”) filed as an exhibit to the Registration Statement;

(v) the form of Subordinated Indenture (the “Subordinated Indenture,” and together with the Senior Indenture, the “Indentures”) filed as an exhibit to the Registration Statement; and

(vi) the records of corporate proceedings that have occurred prior to the date hereof with respect to the Registration Statement.

The Indentures, any warrant agreement (“Warrant Agreement”) relating to the Warrants, any Rights Agreement relating to the Rights (the “Rights Agreement”), any depositary agreement relating to the Depositary Shares, any agreement relating to the Units (the “Unit Agreement”) and any purchase, underwriting or similar agreement entered into in connection with an issuance of Securities (the “Purchase Agreement”) are referred to herein collectively as the “Transaction Documents”. We have also examined originals or copies of such other records of the Relevant Parties, certificates of public officials and of officers of the Relevant Parties and agreements and other documents as we have deemed necessary as a basis for the opinions expressed below.

In connection with this opinion, we have assumed:

(i) The genuineness of all signatures.

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(ii) The authenticity of the originals of the documents submitted to us.

(iii) The conformity to authentic originals of any documents submitted to us as copies.

(iv) As to matters of fact, the truthfulness of the representations and statements made in certificates of public officials and officers of the Relevant Parties.

(v) That, at the time when any Security is issued:

(A) (1) If such Security is a Debt Security, the applicable, Indenture;

(2) if such Security is a Warrant, a Warrant Agreement;

(3) if such Security is a Right, a Rights Agreement;

(4) if such Security is a Depositary Share, a Depositary Agreement;

(5) if such Security is a Unit, a Unit Agreement; and

(6) a Purchase Agreement,

shall have been duly executed and delivered by the parties thereto and constitute valid, binding and enforceable obligations of each party thereto and such Security shall have been issued pursuant to the applicable foregoing agreements.

(B) Each Relevant Party shall be an entity duly organized and validly existing under the laws of the jurisdiction of its organization.

(C) Each Relevant Party shall have full power to execute, deliver and perform the applicable Transaction Documents to which it is a party such Transaction Documents and, in the case of the Company, issue such Security.

(D) The execution, delivery and performance by each Relevant Party of the applicable Transaction Documents to which it is a party and, in the case of the Company, the issuance of such Security, shall have been duly authorized by all necessary action (corporate or otherwise) and shall not contravene its certificate or articles of incorporation or certificate of formation, by-laws or other organizational documents.

(E) The execution, delivery and performance by each Relevant Party of the applicable Transaction Documents to which it is a party and, in the case of the Company, the issuance of such Security, do not:

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(1) except with respect to Applicable Laws, violate any law, rule or regulation applicable to it (including without limitation, federal and state securities laws), or

(2) result in any conflict with or breach of any agreement or document binding on it of which any addressee hereof has knowledge, has received notice or has reason to know.

(F) No authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or (to the extent the same is required under any agreement or document binding on it of which an addressee hereof has knowledge, has received notice or has reason to know is required for the due execution, delivery or performance by any Relevant Party of any applicable Transaction Document to which it is a party or for the issuance of such Security by the Company, or, if any such authorization, approval, action, notice or filing is required, it shall have been duly obtained, taken, given or made and shall be in full force and effect.

(G) The Registration Statement, and any amendments thereto (including all necessary post-effective amendments), shall have become effective under the Securities Act.

(H) A supplement to the Prospectus (a “Prospectus Supplement”) shall have been prepared and filed with the Commission describing such Security.

(I) Such Security shall have been issued and sold in the manner stated in the Registration Statement and the appropriate Prospectus Supplement.

(J) If such Security is Common Stock, Preferred Stock or Depositary Shares, the necessary number of applicable shares shall have been duly authorized and available for issuance pursuant to the Company’s Certificate of Incorporation.

(K) Any Security issuable upon conversion, exchange or exercise of such Security or, if such Security is a Depositary Share, the underlying Preferred Stock deposited with a depositary with respect to such Depositary Share, shall have been duly authorized, created and, if appropriate, reserved for issuance upon such conversion, exchange or exercise.

(L) If such Security is a series of Preferred Stock, is convertible into or exchangeable or exercisable for a series of Preferred Stock, or is a Depositary Share relating to a series of Preferred Stock, the Board of Directors of the Company (or a committee thereof acting pursuant to authority delegated to it by such Board) shall have duly adopted a resolution establishing and designating such series and fixing and determining the preferences, limitations and relative rights of such series and a statement with respect to such series shall have been duly filed with the Secretary of State of the State of Delaware.

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(M) The applicable Transaction Documents relating to such Security and, if such Security is a Debt Security, Warrant, Unit or Right, such Security shall be governed by the laws of the State of New York, a New York State court, or a United States federal court sitting in the State of New York, would determine that Section 5-1401 of the New York General Obligations Law is applicable to the choice of New York law to govern such Transaction Documents and the issuance of such Security would involve at least the minimum amounts specified in such Section for it to be applicable.

(N) Such Security, if other than Common Stock or Preferred Stock, shall have been duly executed and delivered by the Relevant Parties party thereto and, if applicable, duly authenticated or countersigned pursuant to the applicable Transaction Document.

(O) Such Security has been issued and sold as contemplated in the applicable Prospectus Supplement

(P) If such Security is other than Common Stock, the terms of such Security shall have been duly established in conformity with the applicable Transaction Document.

We have not independently established the validity of the foregoing assumptions.

Based upon the foregoing and subject to the qualifications and limitations set forth herein, we are of the opinion that:

1. With respect to any Debt Security being registered under the Registration Statement, when:

(a) the applicable Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended; and

(b) the consideration for such Debt Security and if applicable, the related Guarantees provided for in the applicable Purchase Agreement shall have been paid,

such Debt Security and, if applicable, the related Guarantees shall be legally issued and shall constitute valid and binding obligations of the Company and, if applicable, the Subsidiary Guarantors, respectively, enforceable against the Company and the Subsidiary Guarantors in accordance with their terms.

2. With respect to any share of Common Stock being registered under the Registration Statement, when:

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Agreement or (ii) upon conversion, exchange or exercise of any other Security in accordance with the terms of such other Security or the agreement governing such other Security and providing for the conversion, exchange or exercise thereof, and

(b) the consideration therefor provided for in such Purchase Agreement or in connection with such conversion, exchange or exercise, as applicable (in either case not less than the par value of the Common Stock), shall have been paid,

such share shall be validly issued, fully paid and non-assessable.

3. With respect to any share of any series of Preferred Stock being registered under the Registration Statement, when:

(a) a certificate representing such share shall have been duly executed, countersigned, registered and delivered (or, if such share is non-certificated, such share shall have been properly issued) either (i) in accordance with the applicable Purchase Agreement or (ii) upon conversion, exchange or exercise of any other Security in accordance with the terms of such other Security or the agreement governing such other Security and providing for the conversion, exchange or exercise thereof, and

such share shall be validly issued, fully paid, and non-assessable.

4. With respect to any Depositary Shares being registered under the Registration Statement, when:

(a) the depositary shall have been duly appointed by the Company pursuant to the Depositary Agreement;

(b) shares of Preferred Stock underlying such Depositary Shares have been deposited with the depositary under the applicable depositary agreement; and

such Depositary Shares shall be validly issued, fully paid and non-assessable;.

5. With respect to any Warrant being registered under the Registration Statement, when:

(a) the terms of such Warrant and of its issuance and sale shall have been duly established in conformity with the applicable Warrant Agreement, and

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(b) the consideration provided for in the applicable Purchase Agreement shall have been duly paid,

such Warrant shall constitute valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.

6. With respect to any Right being registered under the Registration Statement, when:

(a) the terms of such Right and of its issuance and sale shall have been duly established in conformity with the applicable Rights Agreement, and

(b) the consideration provided for in the applicable Purchase Agreement shall have been duly paid,

such Right shall constitute valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.

7. With respect to any Unit being registered under the Registration Statement, when:

(a) the terms of such Unit and the applicable Securities comprising such Unit shall have been duly established in conformity with the applicable Unit Agreement and

(b) the consideration provided for in the applicable Purchase Agreement shall have been duly paid,

such Unit will shall constitute valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.

The opinions set forth above are subject to the following qualifications and exceptions:

(a) Our opinions are limited to means those laws, rules and regulations of the State of New York and the State of Texas, and the federal laws, rules and regulations of the United States of America, and the General Corporation Law of the State of Delaware (in each case including all applicable provisions of the constitution of each such jurisdiction and reported judicial decisions interpreting such laws), and we do not express any opinion herein concerning any other laws.

(b) Our opinions are subject to bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, moratorium or similar laws affecting the rights and remedies of creditors generally.

(c) Our opinions are subject to general principles of equity exercisable in the discretion of a court (including without limitation obligations and standards of good faith, fair dealing, materiality and reasonableness and defenses relating to unconscionability or to impracticability or impossibility of performance).

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(d) We express no opinion with respect to the enforceability of:

(i) Indemnification provisions, or of waiver, release or exculpation provisions, contained in the Transaction Documents to the extent that enforcement thereof is contrary to public policy regarding the indemnification against or release or exculpation of criminal violations, intentional harm, violations of securities laws or acts of gross negligence or willful misconduct or to the extent that such provisions relate to rights to punitive, exemplary or similar damages.

(ii) Any waiver of defenses by a guarantor in any Guarantee.

This opinion letter is rendered to you in connection with the transactions contemplated by the Registration Statement. Without our prior written consent, this opinion letter may not be relied upon by any person other than you, or by you for any other purpose.

This opinion letter has been prepared, and is to be understood, in accordance with customary practice of lawyers who regularly give and lawyers who regularly advise recipients regarding opinions of this kind, is limited to the matters expressly stated herein and is provided solely for purposes of complying with the requirements of the Securities Act, and no opinions may be inferred or implied beyond the matters expressly stated herein. The opinions expressed herein are rendered and speak only as of the date hereof and we specifically disclaim any responsibility to update such opinions subsequent to the date hereof or to advise you of subsequent developments affecting such opinions.

We consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. We also consent to the reference of our firm under the caption “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 and Section 11 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.


	Respectfully submitted,
	/s/ Thompson & Knight LLP
	THOMPSON & KNIGHT LLP

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Approach Operating S-3Shelf registration