REPUBIC OF THE PHILIPPINES

CITY OF ILIGAN

OFFICE OF THE CITY LEGAL OFFICER

September 7, 2009
HON. LAWRENCE LL. CRUZ
City Mayor
Iligan City
OFFICE OF THE SANGGUNIANG PANLUNGSOD
Iligan City

Dear Sirs:
Referred to this office for comment is the legality or validity of the City Ordinance No. 1826 or
otherwise known as AN ORDINANCE BANNING SMOKING INSIDE PUBLIC UTILITY PASSANGER
VEHICLES OPERATING WITHIN THE CITY OF ILIGAN.
This office is of the opinion that the subject ordinance is not contrary to existing laws or
the Constitution. It is well-settled that pursuant to the general welfare clause in Section 16 of
the Local Government Code of 1991 (RA 7160), local government units are empowered to enact
ordinances in the exercise of police power. Every local government unit has the sworn obligation to
enact measures that will enhance the public health, safety and convenience, maintain peace and order,
and promote the general prosperity of the inhabitants of the local units. Thus, taking into
consideration that smoking especially in public endangers not only the health of the smoker but also
that of the others, the City Government has a valid reason for banning smoking in public utility
jeepneys.
However, for its effectivity, the subject ordinance which contains penal sanctions, is required to be
posted at prominent places in the City of Iligan for a minimum period of three (3) consecutive weeks
and shall also be published in a newspaper of general circulation within the territorial jurisdiction of
the City of Iligan.
For your honors guidance.

Atty. xxxxxxxxxx
City Legal Office

Thompson & Knight LLP

ATTORNEYS AND
COUNSELORS
1700 Pacific
Avenue Suite 3300
DALLAS, TEXAS 752014693
(214) 969-1700
FAX (214) 969-1751
www.tklaw.com
DIRECT DIAL:
EMAIL:

AUSTIN
DALLAS
FORT WORTH
HOUSTON
NEW YORK
ALGIERS
LONDON
MEXICO CITY
MONTERREY
PARIS
RIO DE JANEIRO
SO PAULO
VITRIA

October 18, 2007

Approach Resources Inc.
One Ridgmar Centre
6500 W. Freeway
Suite 800
Fort Worth, Texas 76116
Ladies and Gentlemen:
We have acted as counsel for Approach Resources Inc., a Delaware corporation (the "Company"), in
connection with the proposed offer and sale (the "Offering") by the Company and the selling stockholders
(the "Selling Stockholders") pursuant to a prospectus forming a part of a Registration Statement on Form
S-1, as amended (the "Registration Statement"), originally filed with the Securities and Exchange
Commission on July 12, 2007 under the Securities Act of 1933, as amended (the "Securities Act"). The
Registration Statement relates to the sale of an aggregate of 7,666,667 shares (the "Shares") of
the Company's common stock, par value $.01 per share (the "Common Stock"), together with up to
1,150,000 additional shares (the "Additional Shares") of Common Stocksubject to the underwriters' overallotment option as described in the Registration Statement.
In connection with the opinion expressed herein, we have examined the originals or copies, certified or
otherwise authenticated to our satisfaction, of the Registration Statement, the Company's restated
certificate of incorporation, the Company's restated bylaws, the records of corporate proceedings that
have occurred prior to the date hereof with respect to the Offering and the form of underwriting
agreement relating to the Shares in the form filed as an exhibit to the Registration Statement and approved
by the Board of Directors of the Company (the "Underwriting Agreement"). We have also reviewed such
questions of law as we have deemed necessary or appropriate. As to matters of fact relevant to the opinion
expressed herein, and as to factual matters arising in connection with our examination of corporate
documents, records and other documents and writings, we relied upon certificates and other
communications of corporate officers of the Company, without further investigation as to the facts set
forth therein.
We have assumed that (i) all information contained in all documents reviewed by us is true, complete
and correct, (ii) all signatures on all documents reviewed by us are genuine, (iii) all documents submitted
to us as originals are true and complete, (iv) all documents submitted to us as copies are true and
complete copies of the originals thereof, (v) each natural person signing any document reviewed by us

had the legal capacity to do so, (vi) each natural person signing any document reviewed by us in a
representative capacity had authority to sign in such capacity,

October 18, 2007

Page 2
(vii) the Registration Statement, and any amendments thereto (including post-effective amendments), will
have become effective, and (viii) the Shares will be issued and sold in the manner described in the
Registration Statement and the prospectus relating thereto.
Subject to the foregoing and on the basis of the aforementioned examinations and investigations, it is
our opinion that, upon the sale of the Shares and Additional Shares in accordance with the Underwriting
Agreement, the Shares and any Additional Shares will be duly authorized, validly issued, fully paid and
nonassessable.
This opinion is limited in all respects to the Constitution of the State of Delaware and the Delaware
General Corporation Law, as interpreted by the courts of the State of Delaware and of the United States.
We hereby consent to the statement with respect to us under the heading "Legal Matters" in the
prospectus forming a part of the Registration Statement and to the filing of this opinion as an exhibit to
the Registration Statement, but we do not thereby admit that we are within the class of persons whose
consent is required under the provisions of the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission issued thereunder.
Sincerely,
/s/ Thompson & Knight LLP
THOMPSON & KNIGHT LLP
WPW/JD