HALLADOR PETROLEUM CO (Form: S-8, Received: 12/01/2009 17:14:30)

As filed with the Securities and Exchange Commission on December 1, 2009

Registration No. 333-______

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________________________

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

____________________________

Hallador Petroleum Company

(Exact Name of Registrant as Specified in its Charter)

Colorado	84-1014610
(State or Other Jurisdiction of Incorporation or Organization)	(IRS Employer Identification No.)

1660 Lincoln St., Suite 2700

Denver, Colorado 80264-2701

(Address of Principal Executive Offices) (Zip Code)

Hallador Petroleum Company 2009 Stock Bonus Plan

(Full Title of the Plan)

Chief Executive Officer

Hallador Petroleum Company

1660 Lincoln St., Suite 2700

Denver, Colorado 80264-2701

(Name, Address and Telephone Number of Agent for Service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer o

Non-accelerated filer o Smaller reporting company x

(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered		Amount to be Registered	Proposed Maximum Offering Price Per Share (2)	Proposed Maximum Aggregate Offering Price (2)	Amount of Registration Fee (2)
Common Stock, $0.01 par value		250,000(1)	$7.60	$1,900,000	$106.02
(1)	Pursuant to Rule 416 of the Securities Act of 1933 (the “Securities Act”), there are also registered hereunder such indeterminate number of additional securities as may become available for issuance pursuant to the Company’s Executive Stock Bonus Plan as a result of the antidilution provisions contained therein.
(2)	Calculated pursuant to Rules 457(c) and (h), based upon the average of the high and low sale prices of Common Stock share on November 24, 2009.

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information. *

Item 2. Registrant Information and Employee Plan Annual Information. *

The documents containing the information specified in Part I will be sent or given by Hallador Petroleum Company (the “Company”) to employees participating in the Hallador Petroleum Company 2009 Stock Bonus Plan as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). Such documents need not be filed with the Securities and Exchange Commission (the “SEC”) either as part of this registration statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents, taken together with the documents incorporated by reference in this registration statement pursuant to Item 3 of Part II of this registration statement, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

Upon written or oral request by a participating employee, the Company will provide, without charge, the documents incorporated by reference in Item 3 of Part II of this registration statement. The Company will also provide, without charge, upon written or oral request, other documents required to be delivered to employees pursuant to Rule 428(b) under the Securities Act. Requests for the above-mentioned information should be directed to Victor P. Stabio, Chief Executive Officer, at the address and telephone number provided on the cover of this registration statement.

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents previously filed with the SEC by the Company are incorporated by reference in this registration statement:

(a)	The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008.
(b)	The Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2009, June 30, 2009, and September 30, 2009.
(c)	The Company’s Current Reports on Form 8-K filed on September 18, 2009 and October 6, 2009.
(d)	The form of the Company’s restated articles of incorporation contained as Exhibits 3.1 and 3.2, and Exhibit 3.3, to the Company’s Annual Report on Form 10-K for the fiscal years ended December 31, 1989 and December 31, 1990, respectively.
	The form of the Company’s bylaws contained as Exhibit 3.4 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1993.

All documents subsequently filed with the SEC by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this registration statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference in this registration statement shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained in this registration statement, or in any other subsequently filed document that also is or is deemed to be incorporated by reference in this registration statement, modifies or supersedes such prior statement. Any statement contained in this registration statement shall be deemed to be modified or superseded to the extent that a statement contained in a subsequently filed document that is or is deemed to be incorporated by reference in this registration statement modifies or supersedes such prior statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

Item 4. Description of Securities.

The following is a summary of the rights of the Company’s common stock and certain provisions of the Company’s restated articles of incorporation and its bylaws. For more detailed information, please see the Company’s restated articles of incorporation and bylaws, which are incorporated by reference as described in Item 3 of this registration statement.

Our authorized capital stock consists of 110,000,000 shares of which 100,000,000 million are designated as common stock, par value $0.01, and 10,000,000 shares are designated as preferred stock, par value $0.10. As of November 10, 2009, the Company had outstanding 27,758,023 shares of common stock and no shares of preferred stock.

The holders of the Company’s common stock are entitled to one vote per share on all matters to be voted on by the shareholders. Subject to preferences that may be applicable to any outstanding shares of preferred stock, holders of common stock are entitled to receive ratably such dividends as may be declared by the board of directors out of funds legally available therefor. In the event we liquidate, dissolve or wind up, holders of common stock are entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preferences of any outstanding shares of preferred stock. Holders of common stock have no preemptive, conversion or subscription rights. There are no redemption or sinking fund provisions applicable to the common stock.

The Company’s board of directors has the authority, without further action by our shareholders, to issue from time to time up to 10,000,000 shares of preferred stock in one or more series. Our board of directors may designate the rights, preferences, privileges and restrictions of the preferred stock, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preference, sinking fund terms and the number of shares constituting any series or the designation of any series. The issuance of preferred stock (or the ability to issue preferred stock) could have the effect of restricting dividends on our common stock, diluting the voting power of our common stock, impairing the liquidation rights of the Company’s common stock or delaying, deterring or preventing a change in control. The issuance of preferred stock by the Company could have the effect of decreasing the market price of the common stock. The Company currently has no plans to issue any shares of preferred stock. There are no shares of preferred stock outstanding as of the date of this registration statement.

Anti-Takeover Effects of Colorado Business Corporation Act and Our Restated Articles of Incorporation and Bylaws

The Company’s restated articles of incorporation and our bylaws contain certain provisions that could have the effect of delaying, deterring or preventing another party from acquiring control of the Company. These provisions and certain provisions of the Colorado Business Corporation Act, or CBCA, which are summarized below, may discourage coercive takeover practices and inadequate takeover bids.

Undesignated Preferred Stock . As discussed above, the Company’s board of directors has the ability to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to acquire control of the Company. These and other provisions may have the effect of deterring hostile takeovers or delaying changes in control or management of the Company.

Ability of Shareholders to Act by Written Consent or Call a Special Meeting . The CBCA provides that, unless a corporation’s articles of incorporation require that shareholder action be taken at a meeting, any action of the shareholders required or permitted under the CBCA can be taken without a meeting. Approval of an action by written consent of the shareholders requires either the consent of all of the shareholders entitled to vote, or if a corporation’s articles of incorporation expressly provide for approval of actions by less than all of the shareholders, the consent of shareholders holding shares equal to at least the minimum number of votes that would be necessary to authorize or take an action at a meeting at which all of the shares entitled to vote on the action are present. A majority of the shares voting at a duly constituted shareholders meeting at which a quorum is present are required to approve an action unless the articles of incorporation of a corporation or the CBCA require a greater number of votes. Neither the Company’s restated articles of incorporation nor its bylaws require that any action by the shareholders be taken at a meeting, and the Company’s restated articles of incorporation provide that the affirmative vote of a majority of the shares that are present at a shareholders meeting at which a quorum is present, and that are entitled to vote on a matter, will be the act of the shareholders, except that the affirmative vote of the holders of a majority of all of the Company’s outstanding capital stock entitled to vote is required to approve:

·	amendments to the Company’s articles of incorporation

·	the Company lending money to, or guaranteeing the obligations of, any of the directors of the Company

·	the sale, lease, exchange or other disposition of all or substantially all of the property and assets of the Company, with or without goodwill, not in the usual and regular course of business

·	a plan of merger or consolidation

·	a resolution submitted by the Company’s board of directors to dissolve the Company

·	a resolution submitted by the Company’s board of directors to revoke voluntary dissolution proceedings

The Company’s bylaws provide that the president of the Company must call a special meeting if shareholders holding at least one-tenth of the Company’s outstanding shares of capital stock entitled to vote at the meeting request that a shareholders meeting be called.

Changes in the Number of Directors . The Company’s restated articles of incorporation and its bylaws provide that the Company’s board of directors may determine the number of directors that will serve on the Company’s board of directors from time to time, provided that the number of directors will be not less than three and not more than fifteen. These provisions may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of the Company.

No Cumulative Voting . Our restated articles of incorporation and bylaws do not permit cumulative voting in the election of directors. Cumulative voting allows a shareholder to vote a portion or all of its shares for one or more candidates for seats on the board of directors. Without cumulative voting, a minority shareholder may not be able to gain as many seats on our board of directors as the shareholder would be able to gain if cumulative voting were permitted. The absence of cumulative voting makes it more difficult for a minority shareholder to gain a seat on our board of directors to influence our board’s decision regarding a takeover or otherwise.

Amendment of Charter Provisions . Under the CBCA and the Company’s restated articles of incorporation, the amendment of the Company’s restated articles of incorporation requires approval by holders of at least a majority of the outstanding shares of the Company’s capital stock entitled to vote on the amendment, whether such action is taken by written consent or at a shareholders meeting. The CBCA provides that the shareholders may amend the bylaws of a corporation even though the bylaws may be amended by the board of directors, and reserves the power to make certain amendments to a corporation’s bylaws, generally related to quorum and voting requirements, exclusively to its shareholders. The Company’s bylaws provide that, subject to repeal or change by action of the shareholders, the Company’s board of directors have the power to amend or repeal the bylaws and to adopt new bylaws. The shareholders of the Company may repeal, change or amend the Company’s bylaws by either approval of holders of at least a majority of the outstanding shares of the Company’s capital stock entitled to vote on the amendment if approval is by written consent, or by approval of at least a majority of the shares entitled to vote on the amendment that are present at a shareholders meeting at which a quorum is present, which, under the Company’s restated articles of incorporation and its bylaws, requires that one-third of the outstanding shares of the Company that are entitled to vote be represented at the meeting in person or by proxy.

The provisions of the CBCA and the provisions of our restated articles of incorporation and bylaws could have the effect of discouraging others from attempting hostile takeovers and, as a consequence, might also inhibit temporary fluctuations in the market price of the Company’s common stock that often result from actual or rumored hostile takeover attempts. These provisions might also have the effect of preventing changes in the Company’s management. It is possible that these provisions could make it more difficult to accomplish transactions that shareholders might otherwise deem to be in their best interests.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Computershare Investor Services. The transfer agent’s address is 250 Royall Street, Canton, Massachusetts 02021, and its telephone number is (781) 575-2000.

No Stock Exchange Listing

We are not listed on any stock exchange. Our common stock trades over-the-counter and is quoted on the OTC Bulletin Board under the symbol “HPCO.OB”.

Item 5. Interests of Named Experts and Counsel.

Item 6. Indemnification of Directors and Officers.

The Company’s restated articles of incorporation, as amended, which we refer to herein as the “articles of incorporation,” provides that a director of the Company shall not be personally liable to the Company or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Company or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 7-5-114 of the Colorado Corporation Code (as repealed and amended by Section 7-108-403 of the CBCA), or (iv) for any transaction from which the director derived an improper personal benefit. If the CBCA is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Company will be eliminated or limited to the fullest extent permitted by the CBCA, as so amended.

The Company’s articles of incorporation also provide that the Company may indemnify any person to the fullest extent allowed by the laws of Colorado. Section 7-109-102 of the CBCA provides that a corporation has the power to indemnify a director against amounts paid and expenses incurred in connection with a action, suit or proceeding to which he or she is a party or is threatened to be made a party by reason of such position, if he or she acted in good faith and in a manner he or she reasonably believed to be in the best interests of the corporation in the case of a person’s conduct in an official capacity with the corporation, or reasonably believed to be in the best interests of or not opposed to the best interests of the corporation in all other cases, and, in any criminal proceeding, if such person had no reasonable cause to believe his or her conduct was unlawful. The termination of a proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere, or its equivalent, will not, of itself, create a presumption that the director did not meet such standard of conduct. A corporation may not indemnify a director in the case of actions, suits or proceedings brought by or in the right of the corporation in which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the adjudicating court determines that such indemnification is proper under the circumstances, and then only to the extent of reasonable expenses incurred in connection with such action, suit or proceeding, including expenses incurred to obtain the court-ordered indemnification. Section 7-109-107 of the CBCA provides that an officer of a corporation is entitled to mandatory and court-ordered indemnification as provided under the CBCA to the same extent as a director. Section 7-109-107 of the CBCA also allows a corporation to indemnify and advance expenses to an officer, employee, fiduciary or agent of the corporation to the same extent as to a director, and to a greater extent, if doing so would not be inconsistent with public policy and if the corporation’s bylaws allow it to do so, the corporation is required to do so by contract, or the directors of the corporation take action to authorize the corporation to do so.

The Company’s bylaws provide that it will indemnify and hold harmless to the fullest extent permitted by the CBCA (as it replaces the Colorado Corporations Code), as amended. any person who was or is made a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, referred to herein as a “Proceeding”, by reason of the fact that he or she, or a person of whom he or she is the legal representative, was or is a director or officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against his or her expenses, liabilities and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties, and amounts paid or to be paid in settlement), reasonably incurred by him or her in connection with a Proceeding. Under the Company’s bylaws, the indemnification provided by the Company shall continue as to any person who ceases to be a director, officer, employee or agent of the Company, and shall inure to the benefit of any such person’s heirs, executors and administrators.

The rights to indemnification provided under the Company’s bylaws include the right to payment of reasonable expenses incurred in defending any Proceeding in advance of the final disposition of the Proceeding, except that payments of expenses in advance of final disposition of a Proceeding to be made to an director or officer of the Company that incurred such expenses in such capacity, and not for any other capacity in which service was or is rendered by such person while a director or officer), will only be made upon:

(a) delivery to the Company of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it is ultimately determined that such director or officer is not entitled to indemnification,

(b) a written affirmation of such director’s or officer’s good faith believe that he or she conducted himself or herself in good faith with regard to the actions giving rise to the Proceedings, and

(c) a determination as required under the CBCA (as it replaces the Colorado Corporations Code) of whether the facts then known to those making the determination would not preclude advancement of such reasonable expenses.

The Company may also, to the extent authorized to do so by the Company’s board of directors, indemnify employees or agents of the Company to the same scope and effect as the indemnification of directors and officers as described in the foregoing.

The Company will, unless ordered otherwise by a court, indemnify a person pursuant to the provisions of the Company’s bylaws described above with respect to Proceedings that are initiated by such person to enforce rights to indemnification by the Company only if such Proceeding was authorized by the Company’s board of directors, or if such Proceeding was brought by such person upon the Company failing to pay any claim for indemnification within sixty days after receipt of a written claim for indemnification and such claim is successful in whole or in part. The Company may assert as a defense against any claim by a person making a claim for indemnification that such person’s conduct with respect to the matters giving rise to the Proceedings in question does not satisfy the relevant standard of conduct under the CBCA that would make it permissible for the Company to indemnify the claimant for the amount claimed. The Company carries the burden of proving that the claimant’s conduct with respect to the matters giving rise to the Proceedings for which such claimant seeks indemnification does not satisfy the standards of conduct under the CBCA. Neither the failure of the Company to make a determination prior to the commencement of such Proceedings that indemnification is proper as the claimant has met the relevant standard of conduct under the CBCA, nor an actual determination by the Company, including the Company’s board of directors, shareholders or independent legal counsel, that the claimant has not met the relevant standard of conduct under the CBCA, will be a defense to an action by a claimant for indemnification or create a presumption that the claimant has not met the applicable standard of conduct.

The rights to indemnification and to payment of expenses in advance of the final disposition of a Proceeding that are provided by the Company’s bylaws are not deemed to be exclusive of any other right to which a person seeking indemnification or advancement of expenses may be entitled or may become entitled to under any law, the Company’s articles of incorporation, bylaws, agreement, vote of stockholders or approval by the Company’s directors who are not parties to a Proceeding, or otherwise.

The Company’s bylaws provide that it may purchase and maintain insurance on behalf of itself and any director, officer, employee or agent of the Company or another corporation, partnership, joint venture, trust or other enterprise, against any expenses, liabilities or loss, whether or not the Company would have the power to indemnify such person against such expenses, liabilities or loss under the CBCA (as it replaces the Colorado Corporations Code).

Item 7. Exemption from Registration Claimed.

Exhibit No.	Description

3.1	Form of the Company’s Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1989)
3.2	Form of Amendment to the Company’s Restated Articles of Incorporation (incorporated by reference to Exhibit 3.2 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1989)
3.3	Form of Amendment to the Company’s Restated Articles of Incorporation (incorporated by reference to Exhibit 3.3 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1990)
3.4	Form of Bylaws of the Company (incorporated by reference to Exhibit 3.4 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1993)
5.1	Opinion of Ducker, Montgomery, Aronstein & Bess PC
23.1	Consent of Ducker, Montgomery, Aronstein & Bess PC (included in Exhibit 5.-1)
23.2	Consent of Ehrhardt Keefe Steiner & Hoffman PC
24.1	Power of Attorney (included on the signature pages hereto)
99.1	2009 Stock Bonus Plan

Item 9. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on December 1, 2009.

Hallador Petroleum Company

By: /s/ Victor P. Stabio

Chief Executive Officer

Each person whose signature appears below constitutes and appoints Victor P. Stabio the individual’s true and lawful attorneys-in-fact and agent, with full power of substitution and resubstitution, for the person and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, new registration statements pursuant to General Instruction E of Form S-8 pertaining to the registration of additional securities and amendments thereto, and to file the same and any and all other documents in connection therewith to be filed with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date

/s/ Brent K. Bilsland Brent K. Bilsland	Director and President	December 1, 2009

/s/ W. Anderson Bishop W. Anderson Bishop	Chief Financial Officer	December 1, 2009

/s/ David Hardie David Hardie	Director	December 1, 2009

/s/ Bryan Lawrence Bryan Lawrence	Director	December 1, 2009

/s/ Sheldon B. Lubar Sheldon B. Lubar	Director	December 1, 2009

/s/ Victor P. Stabio Victor P. Stabio	Director and Chief Executive Officer	December 1, 2009

/s/ John Van Heuvelen John Van Heuvelen	Director	December 1, 2009

Exhibit No.	Description

3.1	Form of the Company’s Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1989)
3.2	Form of Amendment to the Company’s Restated Articles of Incorporation (incorporated by reference to Exhibit 3.2 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1989)
3.3	Form of Amendment to the Company’s Restated Articles of Incorporation (incorporated by reference to Exhibit 3.3 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1990)
3.4	Form of Bylaws of the Company (incorporated by reference to Exhibit 3.4 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1993)
5.1	Opinion of Ducker, Montgomery, Aronstein & Bess PC
23.1	Consent of Ducker, Montgomery, Aronstein & Bess PC (included in Exhibit 5.1)
23.2	Consent of Ehrhardt Keefe Steiner & Hottman PC
24.1	Power of Attorney (included on the signature pages hereto)
99.1	2009 Stock Bonus Plan

Exhibit 5.1

Ducker, Montgomery, Aronstein & Bess, P.C.

ATTORNEYS AT LAW

ONE CIVIC CENTER PLAZA

1560 BROADWAY, SUITE 1400

DENVER, COLORADO 80202

TEL: 303-861-2828 FAX: 303-861-4017

ROBERT C. MONTGOMERY

E-mail: rmontgomery@denverlaw.com

December 1, 2009

Hallador Petroleum Company

1660 Lincoln Street, Suite 2700

Denver, Colorado 80203

re:

Hallador Petroleum Company -- Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as special Colorado counsel to Hallador Petroleum Company, a Colorado corporation (the “ Company ”), in connection with the filing of a Registration Statement on Form S-8 (the “ Registration Statement ”) under the Securities Act of 1933, as amended (the “ Act ”), with the Securities and Exchange Commission (the “ SEC ”), on or about the date of this letter. The Registration Statement relates to the proposed issuance of up to 250,000 shares (the “ Shares ”) of common stock of the Company, par value $0.01 per share, pursuant to the Company’s 2009 Stock Bonus Plan (the “ Plan ”).

In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of:

(a)	the Registration Statement, in the form to be filed with the SEC under the Act;

(b)

the Plan;

(c)	the Restated Articles of Incorporation of the Company (the “ Articles ”);

(d)	the Bylaws of the Company; and

(e)	certain resolutions of the Board of Directors of the Company authorizing the adoption and administration of the Plan and reservation of the Shares therefor.

We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company, such certificates of public officials, such certificates of officers of the Company, such other documents, records, and certificates, made such inquiries, and considered such questions of law, as we deemed necessary or appropriate, as a basis for the opinion set forth below.

As to any questions of fact material to our opinion, we have relied upon the representations, warranties and other statements of fact set forth in the documents listed above. We have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of the documents submitted to us as originals, the conformity with the originals of all documents submitted to us as certified, facsimile or photostatic copies, and the authenticity of the originals of all documents submitted to us as copies.

Based upon the foregoing, we are of the opinion that:

(i)

the Shares are within the authorized and unissued capital of the Company, as provided in the Articles;

(ii)

the issuance of the Shares has been duly authorized by the Company; and

(iii)

when issued and delivered by the Company in the manner contemplated by the Registration Statement and the Plan, the Shares will be validly issued, fully paid and non-assessable.

We are admitted to practice law only in the State of Colorado, and the opinion set forth herein is limited to matters of Colorado law. We assume no obligation to update or supplement this opinion letter in response to subsequent changes in the law.

We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not hereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the SEC thereunder.

Very truly yours,

Ducker, Montgomery, Aronstein & Bess, P.C.

By: /s/ Robert C. Montgomery

Robert C. Montgomery, President

CONSENT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Form S-8, of our report dated March 25, 2009, on the consolidated financial statements of Hallador Petroleum Company which appears in their Form 10-K for the year ended December 31, 2008.


		/s/ Ehrhardt Keefe Steiner & Hottman PC

		Ehrhardt Keefe Steiner & Hottman PC

EXHIBIT 99.1

HALLADOR PETROLEUM COMPANY

2009 STOCK BONUS PLAN

I. PURPOSE OF THE PLAN

This 2009 Stock Bonus Plan is intended to promote the interests of Hallador Petroleum Company, a Colorado corporation, by providing eligible persons with the opportunity to receive equity awards designed to encourage them to continue their service relationship with the Corporation or its Subsidiaries. The Plan provides for the award of shares of Common Stock, subject to such restrictions as deemed appropriate by the Plan Administrator.

Capitalized terms shall have the meanings assigned to such terms in the attached Appendix.

II. ADMINISTRATION OF THE PLAN

A. The Plan shall be administered by the Board. However, any or all administrative functions otherwise exercisable by the Board, including the grant of awards under the Plan to any persons eligible to participate in the Plan other than Section 16 Insiders, may be delegated to the Committee. Members of the Committee shall serve for such period of time as the Board may determine and shall be subject to removal by the Board at any time. The Board may also at any time terminate the functions of the Committee and reassume all powers and authority previously delegated to the Committee. Any Awards for members of the Committee or any other Section 16 Insiders must be authorized by a disinterested majority of the Board.

B. The Plan Administrator shall have full power and authority (subject to the provisions of the Plan) to establish such rules and regulations as it may deem appropriate for proper administration of the Plan and to make such determinations under, and issue such interpretations of, the provisions of the Plan and any outstanding awards thereunder as it may deem necessary or advisable. Decisions of the Plan Administrator shall be final and binding on all parties who have an interest in the Plan or any Award thereunder.

C. Service as a Plan Administrator by the members of the Committee shall constitute service as Board members, and the members of such committee shall accordingly be entitled to full indemnification and reimbursement as Board members for their service on such committee. No member of the Plan Administrator shall be liable for any act or omission made in good faith with respect to the Plan or any Award thereunder.

III. ELIGIBILITY

A. The persons eligible to participate in the Plan are as follows:

(i) Employees,

(ii) non-employee members of the Board, or the board of directors or managers of any Subsidiary, and

(iii) consultants and other independent advisors who provide services to the Corporation (or any Subsidiary).

B. The Plan Administrator shall have full authority to determine which eligible persons are to receive Awards under the Plan, the time or times when the Awards are to be made, the number of shares subject to each such Award, the vesting schedule applicable to the shares which are the subject of such Award and the cash consideration (if any) payable for such shares.

IV. STOCK SUBJECT TO THE PLAN

A. The stock issuable under the Plan shall be shares of authorized but unissued or reacquired Common Stock, including shares repurchased by the Corporation on the open market. The number of shares of Common Stock initially reserved for issuance over the term of the Plan shall be limited to 250,000 shares.

B. Unvested shares issued under the Plan and subsequently forfeited or repurchased by the Corporation pursuant to the Corporation’s repurchase rights under the Plan, shall be added back to the number of shares of Common Stock reserved for issuance under the Plan and shall accordingly be available for reissuance through one or more subsequent Awards under the Plan. If shares of Common Stock otherwise issuable under the Plan are withheld by the Corporation in satisfaction of the withholding taxes incurred in connection with the vesting of an Award, then the number of shares of Common Stock available for issuance under the Plan shall be reduced on the basis of the gross number of shares subject to the Award.

C. Should any change be made to the Common Stock by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding Common Stock as a class without the Corporation’s receipt of consideration, or should the value of outstanding shares of Common Stock be substantially reduced as a result of a spin-off transaction or an extraordinary dividend or distribution, then equitable adjustments shall be made by the Plan Administrator to (i) the maximum number and/or class of securities issuable under the Plan, (ii) the number and/or class of securities subject to each outstanding Award under the Plan and the cash consideration (if any) payable per share thereunder, and (iii) the number and/or class of securities subject to the Corporation’s outstanding repurchase rights and the repurchase price (if any) payable per share. The adjustments shall be made in such manner as the Plan Administrator deems appropriate in order to prevent the dilution or enlargement of benefits under the Plan and the outstanding Awards thereunder, and such adjustments shall be final, binding and conclusive. In the event of a Reorganization or Change in Control, however, the adjustments (if any) shall be made solely in accordance with the applicable provisions of the Plan governing Reorganization and Change in Control transactions.

D. Outstanding Awards granted pursuant to the Plan shall in no way affect the right of the Corporation to issue additional shares of Common Stock or any capital stock or debt exchangeable or convertible into shares of Common Stock, or to otherwise adjust, reclassify, reorganize or otherwise change its capital or business structure, or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

V. TERMS OF AWARDS

A. The Plan Administrator shall determine the Participants who shall receive Awards under the Plan and the terms and conditions of each such Award.

B. The issue price per share of Common Stock subject to an Award shall be fixed by the Plan Administrator but shall not be less than one hundred percent (100%) of the Fair Market Value of a share of Common Stock on the issue date.

C. Shares of Common Stock may be issued to Participants for any of the following consideration, as the Plan Administrator may deem appropriate in each individual instance:

(i) cash or check made payable to the Corporation,

(ii) past services rendered to the Corporation (or any Subsidiary), or

(iii) any other valid consideration under the Colorado Business Corporation Act.

D. Shares of Common Stock issued under the Plan may, in the discretion of the Plan Administrator, be fully and immediately vested upon issuance or may vest in one or more installments over the Participant’s period of Service or upon attainment of specified performance objectives. Unvested shares of Common Stock may, in the Plan Administrator’s discretion, be issued in the name of the Participant and held in escrow by the Corporation until the Participant’s interest in such shares vests, or may be issued directly to the Participant with restrictive legends on the certificates evidencing the unvested shares.

E. Shares of Common Stock issued under the Plan may, in the discretion of the Plan Administrator, be issued subject to forfeiture or repurchase in the case of unvested shares, or repurchase by the Corporation in the case of vested shares, upon the occurrence of such events as the Plan Administrator may deem appropriate in each individual instance, including upon a Reorganization, upon a Change in Control or upon a Participant ceasing to remain in Service. Vested shares of Common Stock issued under the Plan shall be repurchased at the Fair Market Value of the shares on the effective date of the event triggering the repurchase. Unvested shares shall be forfeited and cancelled as of the effective date of the event triggering the forfeiture; provided, however, that unvested shares of Common Stock issued under the Plan for consideration paid in cash or cash equivalents shall be repurchased at a price per share not greater than the cash consideration paid for such shares (as adjusted pursuant to the Plan).

F. The Participant shall have full stockholder rights with respect to any shares of Common Stock issued to the Participant under the Plan, whether or not the Participant’s interest in those shares is vested or held in escrow. Accordingly, the Participant shall have the right to vote such shares and to receive any regular cash dividends paid on such shares.

G. Any new, substituted or additional securities or other property (including money paid other than as a regular cash dividend) which the Participant may have the right to receive with respect to the Participant’s unvested shares of Common Stock by reason of any stock dividend, stock split, spin-off transaction, extraordinary distribution (whether in cash, securities or other property), recapitalization, combination of shares, exchange of shares or other similar change affecting the outstanding Common Stock as a class without the Corporation’s receipt of consideration shall be issued subject to (i) the same vesting requirements applicable to the Participant’s unvested shares of Common Stock, and (ii) such escrow arrangements as the Plan Administrator shall deem appropriate. Equitable adjustments to reflect each such transaction shall also be made by the Plan Administrator to the repurchase price (if any) payable per share by the Corporation for any unvested securities subject to its existing repurchase rights under the Plan; provided the aggregate repurchase price shall in each instance remain the same.

H. Should the Participant cease to remain in Service while holding one or more unvested shares of Common Stock issued under the Plan, or should the performance objectives not be attained with respect to one or more such unvested shares of Common Stock, then such unvested shares shall be immediately surrendered to the Corporation for cancellation, and the Participant shall have no further stockholder rights with respect to those shares. To the extent the surrendered shares were previously issued to the Participant for consideration paid in cash or cash equivalents, the Corporation shall repay to the Participant the lower of (i) the cash consideration paid for the surrendered shares or (ii) the Fair Market Value of such surrendered shares at the time of Participant’s cessation of Service.

I. The Plan Administrator may in its discretion waive the surrender and cancellation of one or more unvested shares of Common Stock (or other assets attributable thereto) which would otherwise occur upon the non-completion of the vesting schedule applicable to those shares. Such waiver shall result in the immediate vesting of the Participant’s interest in the shares of Common Stock as to which the waiver applies. Such waiver may be effected at any time, whether before or after the Participant’s cessation of Service or the attainment or non-attainment of the applicable performance objectives.

VI. REORGANIZATION/CHANGE IN CONTROL

A. Any repurchase rights outstanding at the time of a Reorganization under the Plan may be assigned to the successor entity or otherwise continued in full force and effect. In the event of such assignment or continuation, no accelerated vesting of the Award shall occur at the time of the Reorganization; provided, however, that if the Reorganization event also constitutes a Change in Control, then the special vesting acceleration provisions of Section VI.C below shall be applicable.

B. In the event any repurchase rights are assigned or otherwise continued in effect, appropriate adjustments to reflect such Reorganization shall be made to (i) the maximum number and/or class of securities available for issuance over the remaining term of the Plan, and (ii) the number and/or class of securities subject to the Corporation’s outstanding repurchase rights under the Plan and the repurchase price (if any) payable per share.

C. If any repurchase rights outstanding at the time of the Reorganization are not assigned or otherwise continued in effect in accordance with Section VI.A above, or in the event such Reorganization also constitutes a Change in Control, then all such outstanding repurchase rights under the Plan shall terminate automatically and the shares of Common Stock subject to those terminated rights shall vest immediately upon the effective date of such Reorganization or Change in Control.

D. The Plan Administrator shall have the discretionary authority to structure one or more Awards so that those Awards shall be subject to repurchase by the Corporation or shall automatically vest in whole or in part immediately prior to the effective date of a Reorganization or Change in Control transaction or upon the subsequent termination of the Participant’s Service within a designated period following the effective date of that Reorganization or Change in Control transaction.

VII. TAX WITHHOLDING

A. The Corporation’s obligation to deliver shares of Common Stock upon the vesting of an Award under the Plan, whether such vesting occurs immediately upon issuance or otherwise, shall be subject to the satisfaction of all applicable income and employment tax withholding requirements.

B. The Plan Administrator may, in its discretion, provide Participants to whom Awards are made under the Plan with the right to use shares of Common Stock in satisfaction of all or part of the Withholding Taxes to which such holders may become subject in connection with the vesting of those Awards. Such right may be provided to any such holder in either or both of the following formats:

1. Stock Withholding : The election to have the Corporation withhold, from the shares of Common Stock otherwise issuable upon the vesting of such Award, a portion of those shares with an aggregate Fair Market Value equal to the percentage of the Withholding Taxes (not to exceed one hundred percent (100%)) designated by such individual.

2. Stock Delivery : The election to deliver to the Corporation, at the time of the vesting of such Award, one or more shares of Common Stock previously acquired by such individual (other than in connection with the share vesting triggering the Withholding Taxes) with an aggregate Fair Market Value equal to the percentage of the Withholding Taxes (not to exceed one hundred percent (100%)) designated by the individual.

VIII. EFFECTIVE DATE AND TERM OF THE PLAN

A. The Plan shall become effective on the Plan Effective Date.

B. The Plan shall terminate upon the earlier to occur of (i) November 30, 2019 or (ii) the date on which all shares available for issuance under the Plan shall have been issued as fully vested shares. Should the Plan terminate on November 30, 2019, then all Awards outstanding at that time shall continue to have force and effect in accordance with the provisions of the documents evidencing those Awards.

IX. AMENDMENT OF THE PLAN

The Board shall have complete and exclusive power and authority to amend or modify the Plan in any or all respects subject to any stockholder approval required under applicable law or regulation. However, no such amendment or modification shall adversely affect the rights and obligations with respect to Awards at the time outstanding under the Plan unless the Participant consents to such amendment or modification.

X. GENERAL PROVISIONS

A. Any cash proceeds received by the Corporation from the sale of shares of Common Stock under the Plan, if any, shall be used for general corporate purposes.

B. The implementation of the Plan, the granting of any Award under the Plan and the issuance of any shares of Common Stock thereunder shall be subject to the Corporation’s procurement of all approvals and permits required by regulatory authorities having jurisdiction over the Plan, the Awards made under the Plan and the shares of Common Stock issuable pursuant to those Awards. No Awards or shares of Common Stock or other assets shall be issued or delivered under the Plan except in compliance with all applicable requirements of applicable securities laws.

C. Nothing in the Plan shall confer upon the Participant any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Corporation (or any Subsidiary employing or retaining such person) or of the Participant, which rights are hereby expressly reserved by each, to terminate such person’s Service at any time for any reason, with or without cause.

APPENDIX

The following definitions shall be in effect under the Plan:

A. Award shall mean an award of shares of Common Stock.

B. Award Agreement shall mean the notices of Awards or agreement(s) between the Corporation and the Participant evidencing a particular Award made to an individual under the Plan, as such agreement(s) may be in effect from time to time

C. Board shall mean the Corporation’s Board of Directors.

D. Change in Control shall mean any change in control or ownership of the Corporation which occurs by reason of one or more of the following events:

(i) the acquisition of any person or group of related persons (as determined pursuant to section 13(d)(3) of the 1934 Act) of beneficial ownership of securities of the Corporation representing fifty percent (50%) or more of the total number of votes that may be cast for the election of Board members, or

(ii) stockholder approval of (A) any agreement for a merger or consolidation in which the Corporation will not survive as an independent corporation or other entity, or (B) any sale, exchange or other disposition of all or substantially all of the Corporation’s assets.

In determining whether a subparagraph (i) acquisition has occurred, the person acquiring beneficial ownership of the securities must be someone other than a person or an affiliate of a person that, as of April 8, 2008, is the beneficial owner of securities of the Corporation representing twenty percent (20%) or more of the total number of votes that may be cast for the election of Board members. In determining whether a subparagraph (ii) event has occurred, the conversion of the Corporation into a limited partnership or other form of entity shall not constitute a Change in Control unless another Change in Control event, such as a subparagraph (i) acquisition, occurs concurrently with such conversion. The Board’s reasonable determination as to whether a Change in Control event has occurred shall be final and conclusive.

E. Code shall mean the Internal Revenue Code of 1986, as amended.

F. Committee shall mean a committee of the Board comprised of two (2) or more Board members.

G. Common Stock shall mean the Corporation’s common stock.

H. Corporation shall mean Hallador Petroleum Company, a Colorado corporation, and any corporate successor to all or substantially all of the assets or voting stock of Hallador Petroleum Company which has by appropriate action assumed the Plan.

I. Employee shall mean an individual who is in the employ of the Corporation (or any Subsidiary, whether now existing or subsequently established), subject to the control and direction of the employer entity as to both the work to be performed and the manner and method of performance.

J. Fair Market Value per share of Common Stock on any relevant date shall be determined in accordance with the following provisions:

(i) If the Common Stock is listed upon one or more established Stock Exchanges, then the Fair Market Value per share shall be deemed to be the averages of the quoted closing prices of the Common Stock on such Stock Exchanges on the date for which the determination is made, or if no sale shall have been made on any Stock Exchange on that day, on the next preceding day on which there was such a sale.

(ii) If the Common Stock is not listed upon an established Stock Exchange but is actively traded on the NASDAQ System, the Fair Market Value per share shall be deemed to be the last reported sale price for the date for which the determination is made, or (in the absence of any sale on such date) the mean between the dealer “bid” and “ask” closing prices of the Common Stock on the NASDAQ System on such day, or, if there shall have been no trading or quotes of the Common Stock on that day, on the next preceding day on which there was such trading or quotes.

(iii) If none of the foregoing apply, the Fair Market Value per share shall be deemed to be an amount as determined in good faith by the Board by applying any reasonable valuation method.

K. 1934 Act shall mean the Securities Exchange Act of 1934, as amended.

L. Participant shall mean any person who is issued an Award under the Plan.

M. Plan shall mean the Corporation’s 2009 Stock Bonus Plan, as set forth in this document.

N. Plan Administrator shall mean the Board or the Committee acting in its capacity as administrator of the Plan.

O. Plan Effective Date shall mean December 1, 2009.

P. Reorganization shall mean the occurrence of any of the following transactions:

(i) the Corporation is merged or consolidated with another corporation or entity and the Corporation is not the surviving corporation or does not otherwise survive as the surviving entity, or

(ii) all or substantially all of the assets of the Corporation are acquired by another entity, or

(iii) the Corporation is liquidated or reorganized.

Q. Section 16 Insider shall mean a director or officer of the Corporation or a Subsidiary who would be subject to the short swing profit liabilities of Section 16 of the 1934 Act.

R. Service shall mean the performance of services for the Corporation (or any Subsidiary, whether now existing or subsequently established) by a person in the capacity of an Employee, a non-employee member of the board of directors or a consultant or independent advisor, except to the extent otherwise specifically provided in the documents evidencing the Award. For purposes of the Plan, a Participant shall be deemed to cease Service immediately upon the occurrence of the either of the following events: (i) the Participant no longer performs services in any of the foregoing capacities for the Corporation or any Subsidiary, or (ii) the entity for which the Participant is performing such services ceases to remain a Subsidiary of the Corporation, even though the Participant may subsequently continue to perform services for that entity. Service shall not be deemed to cease during a period of military leave, sick leave or other personal leave approved by the Corporation or a Subsidiary, as applicable. Except to the extent otherwise required by law or expressly authorized by the Plan Administrator or by the Corporation’s or a Subsidiary’s written policy on leaves of absence, as applicable, no Service credit shall be given for vesting purposes for any period the Participant is on a leave of absence.

S. Stock Exchange shall mean the American Stock Exchange, the Nasdaq Global Market or the New York Stock Exchange.

T. Subsidiary shall mean (i) any corporation (other than the Corporation) or other entity in an unbroken chain beginning with the Corporation, provided each such entity (other than the last entity) in the unbroken chain, owns, at the time of the determination, stock or other equity interests possessing fifty percent (50%) or more of the total combined voting power of all classes of stock or other voting interests in one of the other corporations or entities in such chain, or (ii) any entity that is directly or indirectly controlled by the Corporation.

U. Withholding Taxes shall mean the applicable federal and state income and employment withholding taxes to which the holder of an Award under the Plan may become subject in connection with the grant or vesting of that Award.

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