PSTRQ PostRock Energy Corporation (CE)

 As filed with the Securities and Exchange Commission on August 7, 2015

Registration No. 333-_

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 Accelerated filer

Non-accelerated filer  (Do not check if a smaller reporting company) Smaller reporting company ☑

CALCULATION OF REGISTRATION FEE

PART I

REGISTRATION OF ADDITIONAL SECURITIES

This Registration Statement on Form S-8 is being filed pursuant to General Instruction E of Form S-8 under the Securities Act of 1933, as amended, and registers an additional 1,000,000 shares of common stock issuable pursuant to the PostRock Energy Services Corporation Deferred Compensation Plan (as amended, the “Plan”). These shares are in addition to the 4,000,000 shares of common stock registered pursuant to the Registration Statement on Form S-8, File No. 333-188522, relating to the Plan, filed with the Securities and Exchange Commission on May 10, 2013.  The contents of the prior registration statement are incorporated by reference into this Registration Statement, except as amended hereby.

PART II

Item 8.Exhibits.

________________________

* Incorporated by reference to the filing indicated.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Oklahoma City, State of Oklahoma, on this 7th day of August, 2015.

POSTROCK ENERGY CORPORATION

By: /s/ Terry W. Carter

Terry W. Carter

President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Terry W. Carter and Casey E. Bigelow his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him 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, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, or their 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 below by the following persons in the capacities indicated below on this 7th day of August, 2015.

INDEX TO EXHIBITS

* Incorporated by reference to the filing indicated.

August 7, 2015

PostRock Energy Corporation

210 Park Avenue, Suite 2750

Oklahoma City, Oklahoma  73102

Ladies and Gentlemen:

As set forth in the Registration Statement on Form S-8 (the “Registration Statement”) to be filed on the date hereof by PostRock Energy Corporation, a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to 1,000,000 shares (the “Shares”) of common stock, par value $0.01 per share, of the Company (the “Common Stock”) issuable pursuant to the PostRock Energy Services Corporation Deferred Compensation Plan (the “Plan”), certain legal matters with respect to the Shares are being passed upon for you by us.  At your request, this opinion is being furnished to you for filing as Exhibit 5.1 to the Registration Statement.

In our capacity as your counsel in the connection referred to above, we have examined originals, or copies certified or otherwise identified, of the Restated Certificate of Incorporation and Bylaws of the Company, each as amended to date, the instruments constituting the Plan filed as Exhibits 4.6 and 4.7 to the Registration Statement, corporate records of the Company, including minute books of the Company, as furnished to us by the Company, certificates of public officials and of representatives of the Company, statutes and other instruments and documents as a basis for the opinions hereinafter expressed.  In giving such opinions, we have relied upon certificates of officers of the Company and of public officials with respect to the accuracy of the material factual matters contained in such certificates.  In giving the opinions below, we have assumed that the signatures on all documents examined by us are genuine, that all documents submitted to us as originals are accurate and complete, that all documents submitted to us as copies are true and correct copies of the originals thereof and that all information submitted to us was accurate and complete.  In addition, we have assumed for purposes of this opinion that the consideration received by the Company for the Shares will be not less than the par value of the Shares. 

On the basis of the foregoing, and subject to the assumptions, limitations and qualifications set forth herein, we are of the opinion that the Shares have been duly authorized by all necessary corporate action on the part of the Company and, if and when the Shares are offered or issued in accordance with the requirements of the Plan for the consideration established pursuant to the terms of the Plan and otherwise in accordance with the terms and conditions of the Plan, such Shares will be validly issued, fully paid and non-assessable.

The opinion set forth above is limited in all respects to matters of the General Corporation Law of the State of Delaware.

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

Very truly yours,

/s/ Baker Botts L.L.P

TRF/SMR

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Prospectus constituting a part of this Registration Statement of our report dated  March 31, 2015, relating to the 2014 consolidated financial statements of PostRock Energy Corporation appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

/s/ BDO USA LLP

Houston, Texas

August 6, 2015

EXHIBIT 23.2 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 of PostRock Energy Corporation (“PostRock”) of our report dated March 27, 2014 (except for the effect of the restatement discussed in Note 20 of PostRock’s Annual Report on Form 10-K for the year ended December 31, 2014, as to which the date is March 31, 2015) with respect to the consolidated financial statements of PostRock, which appears in PostRock’s Annual Report on Form 10-K for the year ended December 31, 2014.

/s/ UHY LLP

St. Louis, Missouri

August 6, 2015

EXHIBIT 23.3 

CONSENT OF INDEPENDENT PETROLEUM ENGINEER

As independent petroleum engineers, we hereby consent to the incorporation by reference in this Registration Statement on Form S-8 and any amendment thereof of PostRock Energy Corporation of information relating to our estimates of the estimated quantities of oil and gas reserves and present value of future net reserves of PostRock Energy Corporation as of December 31, 2014. 

Very truly yours,

/s/ Cawley, Gillespie & Associates, Inc.

Petroleum Engineers

Ft. Worth, Texas

August 5, 2015