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CORRESP
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January 18, 2018

VIA EDGAR

H. Roger Schwall

Assistant Director

Office of Natural Resources

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

        Black Ridge Oil & Gas, Inc.

        Registration Statement on Form S-1

        Filed on December 22, 2017

        File No. 333-222243

Dear Mr. Schwall:

We are filing this letter on behalf of Black
Ridge Oil & Gas, Inc. (the “Company”) in connection with the filing of the Company’s Registration Statement
on Form S-1 (the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “Commission”)
on December 22, 2017. On January 12, 2018, the Company received a letter from the staff of the Commission’s Division of Corporation
Finance (the “Staff”) relating to the Registration Statement (the “Comment Letter”).

This letter sets forth the response of the
Company to the Comment Letter. Capitalized terms used but not defined herein are given the meaning ascribed to them in the Registration
Statement. For ease of reference, we have repeated the comments contained in the Comment Letter in italics.

Exhibit 5.1—Legal Opinion of Stinson Leonard Street
LLP

 1. In its opinion, counsel states in part (emphasis supplied): “The Shares will be validly
issued, fully paid and non-assessable when the Shares shall have been issued to the Selling Stockholders upon exercise of the Backstop
Warrants in accordance with their terms.” That opinion covers the shares issuable pursuant to the Backstop Warrants, but
does not cover the other shares which are being offered for resale.

Please obtain
and file as an exhibit a new or revised opinion in which counsel clearly opines that the 232,008,489 shares of common stock already
outstanding and eligible for resale pursuant to the registration statement “are” legally issued, fully paid, and non-assessable.
For guidance, please refer to Section II.B.2.h of Staff Legal Bulletin No. 19 (Corp. Fin., October 14, 2011), which is available
at https://www.sec.gov/interps/legal/cfslb19.htm

H. Roger Schwall

January 18, 2018

Page 2

Response:

The Registration Statement
has been amended to include a revised legal opinion as Exhibit 5.1 in response to the staff’s comment to specify that the
232,008,489 shares of common stock already outstanding and eligible for resale pursuant to the Registration Statement (the “Private
Placement Shares”) “are” legally issued, fully paid, and non-assessable.

 2. Similarly, if counsel retains the fifth numbered assumption regarding the sufficiency of the
number of shares issued and outstanding, it must be revised to make clear that the assumption relates only to the potential issuance
of the shares which are issuable upon exercise of the Backstop Warrants and not to the other 232,008,489 shares which are being
offered for resale. Please see Section II.B.3.a of Staff Legal Bulletin No. 19.

Response:

The Registration Statement
has been amended to include a revised legal opinion as Exhibit 5.1 in response to the staff’s comment to specify that the
fifth numbered assumption regarding the sufficiency of the number of shares issued and outstanding relates only to the potential
issuance of the shares which are issuable upon exercise of the Backstop Warrants (the “Backstop Warrant Shares”).

* * * *

If you should have
any further questions, please do not hesitate to contact Bryan Pitko directly at (612) 335-7061 and Jill Radloff directly at (612)
335-7119.

Respectfully Submitted,

Stinson Leonard Street LLP

    /s/ Jill R. Radloff
    /s/ Bryan J. Pitko

    Jill R. Radloff
    Bryan J. Pitko

cc:	Ken DeCubellis