EXHIBIT 5




                               HART & TRINEN, LLP
                                ATTORNEYS AT LAW
                             1624 Washington Street
                                Denver, CO 80203
William T. Hart, P.C.              ________           Email:  harttrinen@aol.com
Donald T. Trinen                                      Facsimile:  (303) 839-5414
                                 (303) 839-0061

                               September 27, 2011

Synergy Resources Corporation
20203 Highway 60
Platteville, CO 80651


     This letter will  constitute  an opinion  upon the  legality of the sale by
Synergy Resources Corporation, a Colorado corporation (the "Company"), of shares
of its common stock,  preferred stock,  convertible preferred stock,  promissory
notes,  convertible notes and warrants having a maximum value of $75,000,000 all
as referred to in the  Registration  Statement  on Form S-3 filed by the Company
with the Securities and Exchange Commission.

     We have examined the Articles of Incorporation,  the Bylaws and the minutes
of the Board of Directors of the Company and the applicable laws of the State of
Colorado, and a copy of the Registration  Statement. In our opinion, the Company
is authorized to issue the securities which are the subject of this registration
statement and such securities,  when issued, will be lawfully issued, fully paid
and non-assessable.


                                  Very truly yours,

                                  HART & TRINEN, L.L.P.


                                  /s/ William T. Hart
                                  William T. Hart