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CORRESP
1
filename1.htm

    Unassociated Document

    March 4,
2010

    VIA
EDGAR

    Mr. H.
Roger Schwall

    Assistant
Director

    Division
of Corporation Finance

    United
States Securities and Exchange Commission

    100 F
Street, N.E.

    Mail Stop
7010

    Washington,
DC 20549

              Re:

              EnerJex
      Resources, Inc.

              Registration
      Statement on Form S-1

            File
      No. 333-163611 (the “Registration
Statement”)

    Dear Mr.
Schwall:

    We have
set forth below the responses of EnerJex Resources, Inc. (“EnerJex” or the
“Company”) to the comments contained in the comment letter from the staff of the
Securities and Exchange Commission (the “Staff”), dated January 5,
2010.  The Company is concurrently filing via EDGAR Amendment No. 1 to
Registration Statement on Form S-1 (the “Registration
Statement”).  The Registration Statement reflects the Company’s
response to the Staff’s comment as well as certain updating information and
conforming changes resulting therefrom.  For ease of reference, we
reproduce below the relevant comment, and include under each comment the
Company’s response.

    Exhibit
5.1

              1.

              Comment:   We
      note the statement in the fifth paragraph of the legal opinion regarding
      the future action of the Board with respect to the authorization of a
      designated number of shares of common stock for issuance at a minimum
      price or value of consideration to be set by the Board. Please advise us
      whether the Board has authorized the issuance of such shares in connection
      with the related equity line transaction and Standby Equity Distribution
      Agreement. If the Board has authorized such issuance, please obtain and
      file a revised legal opinion that does not suggest that the Board has not
      provided such authorization.

              Response:  The
      Company’s Board has approved the issuance of 90,000 shares to Paladin
      under the SEDA and the potential issuance of up to an additional 1,300,000
      pursuant to advances under the SEDA. The revised paragraph to the legal
      opinion, now the sixth paragraph, reads as
  follows:

      Mr. H.
Roger Schwall

      Assistant
Director

      Division
of Corporation Finance

      United
States Securities and Exchange Commission

      March 4,
2010

      Page
2

    “Based on my examination described
above, subject to the assumptions and limitations stated herein, and relying on
the statements of fact contained in the documents that I have examined, I am of
the opinion that the outstanding 90,000 shares of common stock issued to Paladin
have been duly authorized and are validly issued, fully paid and non-assessable,
and that, with respect to the 1,300,000 additional shares to be issued under the
SEDA, when (i) the Registration Statement, as finally amended, has become
effective under the Securities Act, and (iii) the SEDA Shares are issued and
paid for in accordance with the terms and conditions of the SEDA, the SEDA
Shares will be validly issued, fully paid and nonassessable.  It is
understood that this opinion is to be used only in connection with the offer and
sale of the shares of Common Stock while the Registration Statement is in
effect.”

    If you
have any questions or comments concerning the matters discussed above, please
contact me at 702-586-6436.

            Respectfully
      submitted,

            /s/ Anthony N.
      DeMint

            Anthony N.
      DeMint

            For the
    firm

            DeMint Law,
      PLLC

              cc:

              Ms.
      Tracey L. McNeil, Securities and Exchange Commission

              Mr. C. Stephen Cochennet, EnerJex Resources,
      Inc.