EXHIBIT
5.1
Adams
Monahan & Sankovitz, llp
ATTORNEYS
AT LAW
701
Xenia
Ave. S., Suite 130
Telephone:
763.746.3490
Facsimile 763.746.2268
Board
of
Directors
Northern
Oil and Gas, Inc.
130
Lake
Street West
Re:
Registration Statement on Form S-8 Relating to 2,020,000 Shares of common
stock,
par value $0.001 Per Share
Ladies
and Gentlemen:
We
are
acting as counsel for Northern Oil and Gas, Inc., a Nevada corporation, (the
“Company”), in connection with its filing with the Securities and Exchange
Commission (the “Commission”), under the Securities Act of 1933, as amended (the
“Act”), a Registration Statement on Form S-8 relating to 2,000,000 shares of
common stock, par value $0.001 per share, issued or issuable to certain
employees and directors of the Company pursuant to the Company’s
Incentive Stock Option Plan (the “Plan”) and 20,000 shares of common stock,
par value $0.001 per share, issued to employee Chad Winter pursuant to the
terms of Mr. Winter’s employment agreement (collectively, the
“Shares”).
In
connection with the proposed registration, we have examined corporate records
of
the Company and such other documents and materials as we have considered
relevant to the matters set forth below, and we have made such investigation
of
matters of law and fact as we have considered appropriate. Based on
the foregoing, we are of the opinion that the Shares have been duly and validly
authorized, and when, and if, issued pursuant to the terms of the Plan or
otherwise were, or will be, validly issued, fully paid and
nonassessable.
We
hereby
consent to the filing of this opinion as Exhibit 5.1 to the registration
statement and to the reference to us in Item 5 of Part II of the Registration
Statement. We also consent to the reference to our firm under the
caption “Legal Matters” in the Registration Statement. In giving this
consent, we do not thereby admit that we are included in the category of
persons
whose consent is required under Section 7 of the Securities Act or the rules
and
regulations of the Commission.
As
to the
foregoing matters with respect to which we express our opinion, we advise
that
we are admitted to practice in the State of Minnesota and do not render any
opinion as to legal matters subject to or governed by laws other than
the State of Minnesota or United States federal jurisprudence. We
also express no opinion with respect to blue sky or securities laws of any
State.
Very
truly yours,
/s/ Adams,
Monahan & Sankovitz,
LLP
Adams,
Monahan & Sankovitz, LLP
