November 21, 2000
Board of Directors
Arena Resources, Inc.
4920 South Lewis Street, Suite 107
Tulsa, Oklahoma 74105
RE: Opinion on Legality of SB-1Registration
Dear Arena Board of Directors:
Our office has been asked by Mr. Tim Rochford, your president, to
prepare for the Board of Directors an opinion on the legality of the proposed
Registration pending before the Securities and Exchange Commission on Form SB-1.
In response to that request, it is the opinion of our office that Arena
Resources, Inc. is a Nevada corporation in good standing and is fully capable of
completing and filing a Registration Statement on Form SB-1 with the Securities
Exchange Commission and otherwise registering such Offering in various
jurisdictions where the Offering may be sold. It is also the opinion of the
undersigned that the securities covered by the Registration Statement will, when
sold, be legally issued, fully paid and non-assessable.
Our office has been further advised that your Board of Directors has
approved and authorized a Registration Statement and its filing and the same
constitutes the basis for this opinion that the Company can and may effect a
registration of its securities as presently proposed in the current SB-1
Registration Statement as filed. It is also the opinion of our office that the
SB-1 Registration Statement constitutes an apparent adequate and complete filing
under the Securities and Exchange Act of 1933, though such opinion does not
intimate or mean that the Securities and Exchange Commission may not require,
and most likely will require, various amendments, supplements, and changes to
the Prospectus or other parts of the Registration Statement before such
Registration may become effective. It is further understood and agreed between
the undersigned and the Company that this letter will be required to be filed as
a Exhibit to the Registration Statement. If you have any questions regarding
this opinion, please contact the undersigned at your earliest convenience.
Sincerely,
By: /s/ Julian D. Jensen
------------------------
Julian D. Jensen
Attorney at Law
1
