EXHIBIT 5.1
EXHIBIT 23.1
MICHAEL A. LITTMAN
Attorney at Law
7609 Ralston Road
Arvada, CO 80002
303-422-8127 * 303-431-1567 fax
MALATTYCO@AOL.COM
January 31, 2014
Three Forks, Inc.
555 Eldorado Blvd., Suite 100
Broomfield, CO 80021
Re: Registration Statement on Form S-1 for common shares of Three Forks, Inc.
Gentlemen:
At your request, I have examined Registration Statement No. 333-192228
which is being filed with the Securities and Exchange Commission ("SEC"), on
Form S-1 (the "Registration Statement"), in connection with the registration
under the Securities Act of 1933, as amended, of:
(a) 3,637,028 shares listed for sale on behalf of selling
shareholders.
In rendering the following opinion, I have examined and relied only
upon the documents, and certificates of officers and directors of the Company as
are specifically described below. In my examination, I have assumed the
genuineness of all signatures, the authenticity, accuracy and completeness of
the documents submitted to me as originals, and the conformity with the original
documents of all documents submitted to me as copies. My examination was limited
to the following documents and not others:
a. Certificate of Incorporation of the Company, as amended to date;
b. Bylaws of the Company, as amended to date; and
c. Certified Resolutions adopted by the Board of Directors of the
Company authorizing the issuance of the stock.
I have not undertaken, nor do I intend to undertake, any independent
investigation beyond such documents and records, or to verify the adequacy of
accuracy of such documents and records.
Based on the foregoing, it is my opinion that the stock being
registered under the Registration Statement, as issued, is and will be duly and
validly authorized, fully paid and non-assessable under 7-106-101 and 7-106-202
of the Colorado Revised Statutes (C.R.S.)
I express no opinion as to compliance with State Securities Acts or
"blue sky" laws of any state in which the stock is proposed to be offered and
sold or as to the effect, if any, which non-compliance with such laws might
have.
I consent to the filing of this opinion as an exhibit to any filing
made with the Securities and Exchange Commission or under any state or other
jurisdiction's securities act for the purpose of registering, qualifying or
establishing eligibility for an exemption from registration or qualification of
the stock described in the Registration Statement in connection with the
offering described therein.
This opinion covers only matters pertaining to Colorado Revised
Statutes and nothing in this opinion shall be deemed to imply any opinion
related to the laws of any other jurisdiction. Nothing herein shall be deemed to
relate to or constitute an opinion concerning any matters not specifically set
forth above.
The information set forth herein is as of the date of this letter. I
disclaim any undertaking to advise you of changes which may be brought to my
attention after the effective date of the Registration Statement.
Sincerely,
/s/Michael A. Littman
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Michael A. Littman