art8k120808-legal.htm


    Exhibit 10.09

    
      

      

    

    

     

    December 4, 2008

    AJW Partners, LLC

    AJW Partners II, LLC

    New Millennium Capital Partners III, LLC

    AJW Master Fund, Ltd.

    AJW Master Fund II, Ltd.

    1044 Northern Boulevard

    Suite 302

    Roslyn, New York 11576

     

    Ladies and Gentlemen:

     

    We have acted as counsel to
AmeriResource Technologies, Inc., a Delaware corporation (the "Company"), in
connection with the Securities Financing Agreement, dated as of December 1,
2008, between you and the Company (the "Agreement") and the transactions
contemplated therein.  Capitalized terms used herein and not otherwise
defined herein shall have the respective meanings assigned to such terms in the
Agreement.  The Agreement, the Registration Rights Agreement, the Notes,
the Warrants, the Security Agreement, and the Intellectual Property Security
Agreement, the Subsidiary Guaranty are hereinafter referred to collectively as
the "Transaction Agreements."

     

    In so acting, we have
examined (i) the Transaction Agreements, (ii) the Company's Articles of
Incorporation, as in effect on the date hereof (the "Articles of
Incorporation"), and (iii) the Company's Bylaws, as in effect on the date
hereof (the "Bylaws"), and we have examined and considered such corporate
records, certificates and matters of law as we have deemed appropriate as a
basis for our opinions set forth below.

     

    Based on the foregoing and
subject to the assumptions, limitations, qualifications and exceptions stated
herein, we are of the opinion that as of the date hereof:

     

    Article
1.        The Company is duly organized,
validly existing and in good standing under the laws of their respective
jurisdictions of incorporation, have all requisite corporate power and authority
to conduct their business as described in the Company's Annual Report on Form
10-K for its fiscal year ended December 31, 2007 (the "10-K"), as amended, and
are duly qualified as a foreign corporation to do business in each
jurisdiction in which the nature of the business conducted by them makes such
qualification necessary and in which the failure to so qualify would have a
Material Adverse Effect.

     

    Article
II.        (i) The Company and Subsidiary has
the requisite corporate power and authority to enter into and perform the
Transaction Agreements, and to issue the Notes, the Warrants, the shares
issuable upon an event of default in accordance with the terms of the Notes, and
the Warrant Shares upon exercise of the Warrants in accordance with the terms of
the Warrants, (ii) the execution and delivery of the Transaction Agreements by
the Company and the 

     

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    consummation by it of the transactions
contemplated thereby have been duly authorized by the Company's Board of
Directors and no further consent or authorization of the Company, its Board of
Directors, or its shareholders is required, (iii) the Transaction Agreements
have been duly executed and delivered by the Company, and (iv) the Transaction
Agreements constitute valid and binding obligations of the Company enforceable
against the Company in accordance with their terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or
affecting generally, the enforcement of creditors' rights and remedies or by
other equitable principles of general application and subject to the limitation
that the indemnification and contribution provisions of the Registration Rights
Agreements may be unenforceable as a matter of public policy.

     

    Article
III.      The shares issuable upon an event of default
in accordance with the terms of the Notes and the Warrant Shares are duly
authorized and, upon issuance in accordance with the terms and conditions of the
Notes and the Warrants (as applicable) will be validly issued, fully paid and
non-assessable, and free from all taxes, liens and charges with respect to the
issuance thereof.  The terms and conditions of the Notes are as set forth
in the Notes and the terms and conditions of the Warrants are as set forth in
the Warrants.  A number of shares of Common Stock sufficient to meet the
Company's obligations to issue Common Stock upon full exercise of the Warrants
has been duly reserved.

     

    Article
IV.      As of the date hereof, the authorized capital
stock of the Company consists of (i) 50,000,000,000 shares of Common Stock, par
value $0.001 per share of which 4,398,674,337 shares of Common Stock are issued
and outstanding; and (ii) 10,000,000 shares of preferred stock, par value $0.001
per share.  All of such outstanding shares have been validly issued and are
fully paid and nonassessable.  With the exception of those shares listed in
the Company's December 31, 2007 Form 10-K and September 30, 2008 Form 10-Q, to
the best of our knowledge, no shares of Common Stock or preferred stock are
subject to preemptive rights or any other similar rights of the shareholders of
the Company pursuant to the Articles of Incorporation of Bylaws or by statute or
pursuant to any agreement by which the Company is bound of which we are aware,
and to our knowledge are not subject to any liens or encumbrances.  With
the exception of those shares listed in the Company's December 31, 2007 Form
10-K and September 30, 2008 Form 10-Q, to the best of our knowledge to the
Agreement, (i) there are no outstanding options, warrants, scrip, rights to
subscribe to, calls or commitments of any character whatsoever relating to, or
securities or rights convertible into, any shares of capital stock of the
Company or any of its Subsidiaries, or arrangements by which the Company or any
of its Subsidiaries is or may become bound to issue additional shares of capital
stock of the Company or any of its Subsidiaries, and (ii) there are no
agreements or arrangements under which the Company or any of its subsidiaries is
obligated to register the sale of any of its or their securities under the 1933
Act (except the Registration Rights Agreement) and (iii) there are no
anti-dilution or price adjustment provisions contained in any security issued by
the Company (or in any agreement providing rights to security holders) that will
be triggered by the issuance of the Notes, the Warrants, the Conversion Shares
or the Warrant Shares.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

    Article
V.       The Company meets the eligibility
requirements for the use of Form S-1 for the registration of the Conversion
Shares and the Warrant Shares.

     

    Article
VI.      Based upon your representations,
warranties and covenants set forth in the Agreement, the Securities may be
issued to you without registration under the 1933 Act.

     

    Article
VII.     Other than necessary approvals that have been
obtained, no authorization approval or consent of any court, governmental body,
regulatory agency, self-regulatory organization or stock exchange or market, or
the shareholders of the Company or, to our knowledge, any third party is
required to be obtained by the Company for the issuance and sale of
the Securities as contemplated by the Transaction Agreements or the
consummation of the other transactions contemplated thereby. 

     

    Article VIII.  
With the exception of items disclosed in the Company's December 31, 2007 Form
10-K and September 30, 2008 Form 10-Q, respectively, and or other SEC filings,
to our knowledge, there is no action, suit, proceeding, inquiry or investigation
before or by any court, public board or body or any governmental agency or
self-regulatory organization pending or threatened against or affecting the
Company or any of its subsidiaries, wherein an unfavorable decision, ruling or
finding would have a Material Adverse Effect or which would adversely affect the
validity or enforceability of or the authority or ability of the Company to
perform its obligations under the Transaction Agreements.

     

    Article
IX.      To the best of our knowledge, the Company is
not in violation of any term of the Articles of Incorporation or Bylaws. 
Neither the Articles of Incorporation nor the Bylaws or the Company are in
violation of the Delaware Business Corporation Act.  The execution,
delivery and performance of and compliance with the terms of the Transaction
Agreements and the issuance of the Notes and the Warrants (and the Common Stock
issuable upon conversion of the Notes and upon exercise of the Warrants), do not
violate any provision of the Articles of Incorporation or Bylaws, or to our
knowledge, any provision of any applicable federal or state law, rule or
regulation.  To our knowledge, the execution, delivery and performance of
and compliance with the Transaction Agreements and the issuance of the Notes and
the Warrants (and the Common Stock issuable upon conversion of the Notes, and
upon exercise of the Warrants) have not resulted and will not result in any
violation of, or constitute a default under (or an event which with the passage
of time or the giving of notice or both would constitute a default under), or
result in the creation of any lien, security interest or encumbrance on the
assets or properties of the Company pursuant to any contract, agreement,
instrument, judgment or decree binding upon the Company which, individually or
in the aggregate, would have a Material Adverse Effect.

     

    Article
X.       All approvals necessary for you (or any
other holder of the Notes or Warrants) to acquire the Notes and the Warrants and
the shares issuable upon an event of default in accordance with the terms of the
Notes and the Warrant Shares under the laws of the State of Delaware have been
obtained and no further approvals are required under the Delaware Business
Corporation Act in order for you (or any other holder of the Notes or the
Warrants) to engage in

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

    a "business combination" with the Company
because of your or their acquisition of the Notes, the Warrants or the Warrant
Shares.

     

    Article
XI.      The provisions of the Security Agreement and
Security Guaranty are effective to create enforceable interests in favor of the
Secured Party named therein in all of the collateral described therein that is
of the type in which a security interest can be created under Article 9 of the
Uniform Commercial Code (collectively, the "Filing Collateral").  Insofar
as perfection can be accomplished only by the filing of financing statements
under the Uniform Commercial Code, upon the filing and proper indexing of the
Financial Statements, the Secured Party will have a perfected security interest
in such Filing Collateral as to which the security interest in favor of the
Secured Party has attached.

     

    These opinions are limited
to the matters expressly stated herein and are rendered solely for your benefit
and may not be quoted or relied upon for any other purpose or by an other
person, except that the opinions expressed in paragraphs (3) and (6) above may
be relied upon by and Interwest Transfer Company, as Transfer Agent.

     

    We have assumed the
genuineness of all signatures, the authenticity of all Transaction Agreements
submitted to us as originals, the conformity with originals of all Transaction
Agreements submitted to us as copies, the authenticity of certificates of public
officials and the due authorization, execution and delivery of all Transaction
Agreements (except the due authorization, execution and delivery by the Company
of the Transaction Agreements).

     

    A.    
We have assumed that each of the parties to the Transaction Agreements other
than the Company (the "Other Parties") has the legal rights, capacity and power
to enter into, enforce and perform all of its obligations under the
Transaction Agreements.  Furthermore, we have assumed the due
authorization by each of the Other Parties of all requisite action and the
due execution and delivery of the Transaction Agreements by each of all the
Other Parties, and that the Transaction Agreements are valid and binding upon
each of the Other Parties and are enforceable against each Other Party in
accordance with their terms.

     

    B.    
In the process of our review of the Form 10-K and any of the other reports filed
by the Company pursuant to Sections 13 or 15(d) of the Securities Exchange Act
of 1934, as amended, since the date of the filing of the Form 10-K, although we
have not engaged in any independent investigation, and do not assume any
responsibility for the accuracy or completeness of the information contained
therein, nothing has come to our attention that would lead us to believe
that any of such reports contains any untrue statement of a material fact
or omitted or omits to state a material fact necessary in order to make the
statements therein, in the light of circumstances under which they were made,
not misleading, as of its filing date.

     

    Our examination of law
relevant to the matters covered by this opinion is limited to the Delaware
Business Corporation Act and the federal law of the United States, and we
express no

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

    opinion
as to the effect on the matters covered by this opinion or the laws of any other
jurisdiction.  In furnishing the opinion regarding the valid existence and
good standing of the Company, we have relied solely upon a good standing
certificate issued by the Secretary of State of Delaware on November 24,
2008.

     

    This
opinion is given as of the date hereof and we assume no obligation, to update or
supplement this opinion to reflect any facts or circumstances which may
hereafter come to our attention or any changes in laws which may hereafter
occur.

     

    Sincerely,

     

    ANSLOW
& JACLIN, LLP

     

    By:
/s/ Gregg E. Jaclin

            
Greg E. Jaclin