8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities and Exchange Act of 1934

Date of report (Date of earliest event reported): May 30, 2008

FAR EAST ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation)

0-32455	88-0459590
(Commission File Number)	(IRS Employer Identification Number)

363 N. Sam Houston Parkway East, Suite 380, Houston, Texas 77060

(Address of principal executive offices)

(832) 598-0470

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

On May 30, 2008, Far East Energy Corporation (the “Company”) entered into a warrant agreement between the Company and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agreement”).

The warrants will terminate on the earlier of May 30, 2013 or the date fixed for redemption of the warrant under the Warrant Agreement. The warrants will be exercisable only if a registration statement relating to the common stock issuable upon exercise of the warrants is effective and such securities are qualified for sale or exempt from qualification under applicable securities laws of the state or other jurisdiction in which the registered holder resides. At any time after May 30, 2009, the Company may call the outstanding warrants for redemption in whole or in part at a price of $0.01 per warrant upon forty-five days’ prior notice of redemption to each warrant holder if, and only if, the trading price of the Company’s common stock has equaled or exceeded $2.00 per share for fifteen or more consecutive trading days. The trading price of the Company’s common stock means (a) if the common stock is actively traded on any national securities exchange or any NASDAQ quotation or market system, then the highest price at which sales of a share of common stock shall have been sold during such trading day and (b) if the shares of common stock are not actively traded on any such exchange or system, then the highest sale price of a share of common stock during such trading day. Additionally, the exercise price and number of shares of common stock issuable on exercise of the warrants may be adjusted in certain circumstances. In the Company’s sole discretion, it may delay the expiration date for a period of no less than 10 days and thereby extend the duration of the exercise period.

On June 2, 2008, the Company entered into a stock subscription agreement (the “Stock Subscription Agreement”) with International Finance Corporation (“IFC”) pursuant to which the Company agreed to issue to IFC 4,500,000 shares of the Company’s common stock, par value $0.001, for aggregate gross proceeds to the Company of $2,250,000. In conjunction with the transaction, the Company agreed to issue to IFC warrants for the purchase of up to 1,575,000 shares of our common stock at an exercise price of $1.00 pursuant to the Warrant Agreement. The terms of the Stock Subscription Agreement are substantially similar to the terms of the stock subscription agreement between the Company and IFC dated August 24, 2007, which was filed as Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on August 27, 2007 and incorporated by reference herein.

The common stock and warrants are registered under the Securities Act of 1933, as amended, on the Company’s previously filed and effective Registration Statement on Form S-3 (File No. 333-132631).

The descriptions of terms and conditions of the Warrant Agreement and the warrant set forth herein do not purport to be complete and are qualified in their entirety by the full text of the form of warrant and Warrant Agreement filed as Exhibit 4.1 and Exhibit 4.2, respectively, to the Company’s Form 8-K filed with the Securities and Exchange Commission on May 30, 2008 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
5.1	Opinion of Kummer Kaempfer Bonner Renshaw & Ferrario

SIGNATURES

Pursuant to the requirement of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: June 5, 2008

Far East Energy Corporation
By:	/s/ Michael R. McElwrath
	Michael R. McElwrath Chief Executive Officer

Index to Exhibits

Exhibit Number	Description
5.1	Opinion of Kummer Kaempfer Bonner Renshaw & Ferrari

EX-5.1

Exhibit 5.1

	LAS VEGAS OFFICE 3800 Howard Hughes Parkway Seventh Floor Las Vegas, NV 89169 Tel: 702.792.7000 Fax: 702.796.7181 RENO OFFICE 5585 Kietzke Lane Reno, NV 89511 Tel: 775.852.3900 Fax: 775.852.3982	SUMMERLIN OFFICE 3425 Cliff Shadows Parkway Suite 150 Las Vegas, NV 89129 Tel: 702.693.4260 Fax: 702.939.8457 CARSON CITY OFFICE 510 W. Fourth Street Carson City, NV 89703 Tel: 775.882.1311 Fax: 775.882.0257
LAS VEGAS OFFICE     info@kkbrf.com

June 5, 2008

Far East Energy Corporation

363 N. Sam Houston Parkway E

Suite 380

Houston, TX 77060

Ladies and Gentlemen:

In connection with the issuance by Far East Energy Corporation, a Nevada corporation (the “Company”), of an aggregate of 6,400,000 shares (the “Shares”) of its common stock, par value $.001 per share (“Common Stock”) and a warrant or warrants to purchase a total of an additional 2,240,000 shares of Common Stock (the “Warrant”) pursuant to (i) its Registration Statement on Form S-3 (Registration No. 333-132631) (the “Registration Statement”), which was filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), and (ii) the related prospectus dated May 8, 2006, as supplemented by the prospectus supplement or supplements relating to the sale of the Shares dated June 2, 2008 and June 4, 2008 (as so supplemented, the “Prospectus”), as filed by the Company with the Commission pursuant to Rule 424(b)(5) under the Act, certain legal matters with respect to the Shares are being passed upon for the Company by us as special Nevada corporate counsel. At your request, this opinion is being furnished to you for filing as Exhibit 5.1 to the Company’s Current Report on Form 8-K to be filed with the Commission on the date hereof (the “Form 8-K”).

In connection with this opinion letter, we have examined and relied upon copies of the following documents, together with such other documents as we deemed necessary or advisable to render the opinions herein expressed:

i. The articles of incorporation and bylaws of the Company as are currently in effect.

ii. A certificate of the Company as to certain factual matters, including adoption of certain resolutions of the board of directors and a committee thereof.

iii. The Stock Subscription Agreements or Purchase Agreements, if any, among the Company and certain purchasers named therein relating to the sale of the Shares and the Warrant (collectively, the “Purchase Agreement”).

Far East Energy Corporation June 5, 2008 Page 2

iv. The Warrant Agreement, dated as of May 30, 2008, between the Company and Continental Stock Transfer & Trust Company (the “Warrant Agreement”).

v. The form of Warrant.

In our examinations we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, and the conformity to original documents and completeness of all documents submitted to us as certified or photostatic, facsimile or electronic copies and the authenticity of the originals of such certified or copied documents. We have further assumed that each of the Purchase Agreement, the Warrant Agreement, and the Warrant has been duly executed and delivered by the parties and is valid and legally binding on the parties. As to certain matters expressed herein, we have relied upon and assumed the accuracy and completeness of certificates and reports of various state authorities and public officials and of the Company.

We are admitted to the Bar of the State of Nevada, and in rendering our opinions hereinafter stated, we have relied on the applicable laws of the State of Nevada, as those laws presently exist and as they have been applied and interpreted by courts having jurisdiction within the State of Nevada. We are not members of the Bar of any state other than the State of Nevada, and, therefore, except for the laws of the State of Nevada, we express no opinion as to the laws of any other state, federal laws of the United States of America, or other jurisdiction.

Based upon the foregoing and in reliance thereon and subject to the assumptions exceptions, qualifications and limitations set forth herein, we are of the opinion that:

1. The Shares have been duly authorized, and when issued and delivered against payment of the purchase price therefor in accordance with the Purchase Agreement and the Prospectus, will be validly issued, fully paid and nonassessable.

2. The Warrant has been duly authorized and when issued and delivered pursuant to the terms of the Warrant Agreement against payment of the consideration therefor in accordance with the Purchase Agreement and the Prospectus, will be validly issued.

3. The shares of Common Stock underlying the Warrant have been duly authorized and after valid issuance of the Warrant, such shares will be, when issued and delivered upon exercise of the Warrant pursuant to the terms of the Warrant and the Warrant Agreement and payment of the exercise price therefor, validly issued, fully paid, and nonassessable.

This opinion letter speaks as of its date. We disclaim any express or implied undertaking or obligation to advise of any subsequent change of law or fact (even though the change may affect the legal analysis or a legal conclusion in this opinion letter). This opinion letter is limited to the

Far East Energy Corporation June 5, 2008 Page 3

matters set forth herein, and no opinion may be inferred or implied beyond the matters expressly stated herein. We consent to the filing of this opinion letter as an exhibit to the Form 8-K and the reference to our firm under the heading “Legal Matters” in the Prospectus.

Sincerely,

/S/    KUMMER KAEMPFER BONNER RENSHAW & FERRARIO

KUMMER KAEMPFER BONNER RENSHAW & FERRARIO

cc: Baker & McKenzie LLP