EX-5.1.2 3 ex5_12.htm EXHIBIT 5.1.2 ex5_12.htm

Exhibit 5.1.2 ----- Opinion re: Legality for Selling Stockholder and Consent of Counsel.

Joel Seidner, Esq.
880 Tully Road #50
Houston, Texas 77079
voice:  (281) 493-1311
fax:  (281) 667-3292

January 23, 2008
 
 
Kent Watts, Chief Executive Officer
Hyperdynamics Corporation
One Sugar Creek Center Boulevard, Suite 125
Sugar Land, TX 77478
 
Dear Mr. Watts:

Legal Opinion Related to the Selling Stockholder and Consent of Counsel

As counsel for Hyperdynamics Corporation, a State of Delaware corporation (the "Company"), you have requested me to render this opinion in connection with the Registration Statement of the Company on Form S-3 Amendment Number 1 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), to be filed with the Securities and Exchange Commission relating to the resale of 544,000 shares of common stock, par value $.001 per share (the “Common Stock") by a certain security holder of the  Company who is listed as the Selling Stockholder in the Registration Statement.

I am familiar with the Registration Statement and the registration contemplated thereby. In giving this opinion, I have reviewed the Registration Statement and such other documents and certificates of public officials and of officers of the Company with respect to the accuracy of the factual matters contained therein as I have felt necessary or appropriate in order to render the opinions expressed herein. In making my examination, I have assumed the genuineness of all signatures, the authenticity of all documents presented to us as originals, the conformity to original documents of all documents presented to us as copies thereof, and the authenticity of the original documents from which any such copies were made, which assumptions I have not independently verified.
 
 
 

 
 
This opinion is limited to the Federal laws of the United States of America and the General Corporation Law of the State of Delaware (including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing).

Based upon the foregoing, I am of the opinion that:

1.
The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

2.
The shares of Common Stock are legally issued and validly issued, fully paid and nonassessable.

I consent to the use in the Registration Statement of the reference to Joel Seidner, Esq. under the heading "Interests of Named Experts and Counsel."

This opinion is conditioned upon the Registration Statement being declared effective by the Securities and Exchange Commission and upon compliance by the Company with all applicable provisions of the Securities Act and such state securities rules, regulations and laws as may be applicable.
     
     
Very truly yours,
    
/s/ Joel Seidner, Esq.
     Joel Seidner, Esq.