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LUCA TECHNOLOGIES S-1/A Filing

VIEWS: 30 PAGES: 16

									                               As filed with the Securities and Exchange Commission on March 23, 2012
                                                                                       Registration Statement No. 333-175211




     UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                                                             Washington, D.C. 20549


                                                                Amendment No. 7 to
                                                     FORM S-1
                                              REGISTRATION STATEMENT
                                                                UNDER
                                                       THE SECURITIES ACT OF 1933


                                              LUCA TECHNOLOGIES INC.
                                              (Exact name of registrant as specified in its charter)



                    Delaware                                                  1311                                              38-3778663
            (State or other jurisdiction of                        (Primary Standard Industrial                                (I.R.S. Employer
           incorporation or organization)                          Classification Code Number)                              Identification Number)
                                                             500 Corporate Circle, Suite C
                                                               Golden, Colorado 80401
                                                                    (303) 534-4344
                      (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)



                                                                   Robert L. Cavnar
                                                                Chief Executive Officer
                                                                Luca Technologies Inc.
                                                             500 Corporate Circle, Suite C
                                                               Golden, Colorado 80401
                                                              Telephone: (303) 534-4344
                                                               Facsimile: (303) 534-1446
                              (Name, address, including zip code, and telephone number, including area code, of agent for service)



                                                                         Copies to:
                            Robert G. Reedy                                                               Joseph A. Hall
                            E. James Cowen                                                        Davis Polk & Wardwell LLP
                           Porter Hedges LLP                                                        450 Lexington Avenue
                     1000 Main Street, 36 th Floor                                                New York, New York 10017
                         Houston, Texas 77002                                                     Telephone: (212) 450-4000
                      Telephone: (713) 226-6674                                                    Facsimile: (212) 701-5565
                       Facsimile: (713) 226-6274
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of the registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 check the following box: 
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. 
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. 
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.
Large accelerated filer                                                                                   Accelerated filer                        
Non-accelerated filer               (Do not check if a smaller reporting company)                         Smaller reporting company                


                                                   CALCULATION OF REGISTRATION FEE

                                                                                                                Proposed
                                                                                                                Maximum
                                                                                                                Aggregate           Amount of
                              Title of Each Class of Securities to be Registered                             Offering Price(1)    Registration Fee
Common Stock, $0.001 par value per share                                                                      $127,075,000          $14,563(2)

(1)  Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of
     1933. Includes the offering price of additional shares that the underwriters have the option to purchase.
(2) Previously paid.
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its
effective date until the Registrant shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the
Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
Explanatory Note
This Amendment No. 7 is being filed for the purpose of refiling Exhibits 3.2, 5.1 and 23.1 to the Registration Statement (Commission File
No. 333-175211). No other changes or additions are being made hereby to the Prospectus constituting Part I of the Registration Statement (not
included herein) or to Part II of the Registration Statement.
Part II – Information not required in prospectus
Item 13. Other expenses of issuance and distribution

The following table sets forth the fees and expenses, other than underwriting discounts and commissions, payable in connection with the
registration of the common stock hereunder. All amounts are estimates except the SEC registration fee, the FINRA filing fee and The Nasdaq
Global Market listing fee.

Securities and Exchange Commission registration fee                                                                              $      14,563
FINRA filing fee                                                                                                                        13,208
Nasdaq Global Market listing fee                                                                                                        25,000
Printing and engraving expenses                                                                                                        146,000
Legal fees and expenses                                                                                                                975,000
Accounting fees and expenses                                                                                                           700,000
Transfer agent and registrar fees                                                                                                       30,000
Miscellaneous expenses                                                                                                                  10,000
     Total                                                                                                                       $   1,913,771


Item 14. Indemnification of directors and officers
Delaware law

Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify its directors and officers from certain
expenses in connection with legal proceedings and permits a corporation to include in its charter documents, and in agreements between the
corporation and its directors and officers, provisions expanding the scope of indemnification beyond that specifically provided by this section.

The Registrant’s amended and restated certificate of incorporation provides for the indemnification of directors to the fullest extent permissible
under Delaware law.

The Registrant’s amended and restated bylaws provide for the indemnification of officers, directors and third parties acting on the Registrant’s
behalf if such persons act in good faith and in a manner reasonably believed to be in and not opposed to the Registrant’s best interest, and, with
respect to any criminal action or proceeding, such indemnified party had no reason to believe his or her conduct was unlawful.

The Registrant has entered into indemnification agreements with each of its directors, and will enter into new indemnification agreements with
each of its directors and executive officers before the completion of this offering, in addition to the indemnification provisions provided for in
its charter documents. The Registrant intends to enter into indemnification agreements with any new directors and executive officers in the
future.

The underwriting agreement (filed as Exhibit 1.1 hereto) provides for indemnification by the underwriters of the Registrant, the Registrant’s
executive officers and directors, and indemnification of



                                                                                                                                                 II-1
Part II – Information not required in prospectus


the underwriters by the Registrant for certain liabilities, including liabilities arising under the Securities Act of 1933, as amended, in connection
with matters specifically provided in writing by the underwriters for inclusion in the registration statement.

The Registrant intends to purchase and maintain insurance on behalf of any person who is or was a director or officer against any loss arising
from any claim asserted against him or her and incurred by him or her in that capacity, subject to certain exclusions and limits of the amount of
coverage.

Certain of our directors are also insured by their employer against any loss arising from any claim asserted against them and incurred by them
with regard to their service on the Registrant’s board of directors.

Item 15. Recent sales of unregistered securities

In December 2008, we sold an aggregate of 6,561,420 shares of Series C preferred stock at a price of $11.56 per share for gross proceeds of
approximately $75.9 million to One Equity Partners, KPCB Holdings, Inc. as nominee (on behalf of KPCB Green Growth Fund), KPCB
Holdings, Inc., as nominee, Oxford Bioscience Partners V, L.P., mRNA Fund V LP, BASF Venture Capital GmbH and Michael P. Batzer.

The sale of securities described above was deemed to be exempt from registration under the Securities Act in reliance upon Section 4(2) of the
Securities Act or Regulation D promulgated thereunder, as a transaction by an issuer not involving a public offering. The purchasers of the
securities in the transaction represented that they were accredited investors and that they were acquiring the securities for investment only and
not with a view toward the public sale or distribution thereof, and appropriate legends were placed upon the share certificates issued in the
transaction. All purchasers either received adequate financial statement or non-financial statement information about us or had adequate access,
through their relationship with us, to financial statement or non-financial statement information about us. The sale of the Series C preferred
stock was made without general solicitation or advertising.

Item 16. Index to exhibits.

       1.1 **     Form of Underwriting Agreement.
       3.1 **     Second Amended and Restated Certificate of Incorporation of the Registrant, as currently in effect.
       3.2        Form of Third Amended and Restated Certificate of Incorporation of the Registrant, to be in effect upon completion of the
                  offering.
       3.3 **     Second Amended and Restated Bylaws of the Registrant, as currently in effect.
       3.4 **     Form of Third Amended and Restated Bylaws of the Registrant, to be in effect upon completion of the offering.
       4.1 **     Form of the Registrant’s Common Stock Certificate.
       4.2 **     Warrant to purchase shares of Series B Preferred Stock issued to Silicon Valley Bank, dated April 30, 2008.
       4.3 **     Warrant Amendment between the Registrant and Silicon Valley Bank dated June 28, 2011.
       4.4 **     Warrant to purchase shares of Common Stock issued to Schweichler Price Mullarkey & Barry, Inc., dated October 8, 2009.



II-2
Part II – Information not required in prospectus



 4.5**             Warrant to purchase shares of Common Stock issued to Schweichler Price Mullarkey & Barry, Inc., dated October 7, 2010.
 4.6**             Amended and Restated Stockholder Agreement dated December 1, 2008.
 4.7**             Amended and Restated Rights Agreement dated December 1, 2008.
 4.8**             Warrant Amendment between the Registrant and Silicon Valley Bank dated December 29, 2011.
 5.1               Opinion of Porter Hedges LLP, with respect to legality of the securities, including consent.
10.1**             Amended and Restated Loan and Security Agreement dated December 29, 2011, between the Registrant and Silicon Valley
                   Bank.
10.2+**            Employment Letter between the Registrant and Robert L. Cavnar dated October 1, 2010.
10.3+**            Third Amended and Restated 2007 Equity Incentive Plan, as currently in effect.
10.4+**            Form of Stock Option Agreement under the Third Amended and Restated 2007 Equity Incentive Plan.
10.5**             Form of Indemnification Agreement for Officers and Directors, as currently in effect.
10.6**             Form of Employee Proprietary Information and Inventions Agreement.
10.7+**            Form of Fourth Amended and Restated 2007 Equity Incentive Plan, to be in effect upon completion of the offering.
10.8+**            Form of Stock Option Agreement under the Fourth Amended and Restated 2007 Equity Incentive Plan (for employees with
                   employment agreements).
10.9+**            Form of Stock Option Agreement under the Fourth Amended and Restated 2007 Equity Incentive Plan (for employees
                   without employment agreements and directors).
10.10**            Form of Indemnification Agreement for Officers and Directors, to be in effect upon completion of this offering.
10.11+**           Form of Employment Agreement for Named Executive Officers, to be in effect upon completion of this offering.
10.12+**           Offer Letter between the Registrant and Matthew J. Micheli dated January 3, 2011.
21.1**             Subsidiaries of the Registrant.
23.1               Consent of Porter Hedges LLP (included in Exhibit 5.1).
23.2**             Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
23.3**             Consent of Ryder Scott Company, L.P., Independent Petroleum Engineers.
24.1**             Power of Attorney.
99.1**             Report of Independent Petroleum Engineers, Ryder Scott Company, L.P.

**     Previously filed
+      Management contract or compensatory plan or arrangement



                                                                                                                                       II-3
Part II – Information not required in prospectus



Item 17. Undertakings

(a) Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, 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 Securities Act of 1933, as amended,
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 Securities Act of 1933, as amended, and will be
governed by the final adjudication of such issue.

(b)    The Registrant hereby undertakes that:
           (1) The Registrant will provide to the underwriters at the closing as specified in the underwriting agreement, certificates in such
       denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.
             (2) For purposes of determining any liability under the Securities Act of 1933, as amended, the information omitted from a form
       of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in the form of prospectus filed by the
       Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933, as amended, shall be deemed to be part of this
       registration statement as of the time it was declared effective.
             (3) For the purpose of determining any liability under the Securities Act of 1933, as amended, each post-effective amendment that
       contains a form of prospectus 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.



II-4
Signatures
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement on Form S-1
to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Golden, State of Colorado, on the 23 rd day of March,
2012.

                                                                           LUCA TECHNOLOGIES INC.

                                                                     By:                    / S / R OBERT L. C AVNAR
                                                                                          Robert L. Cavnar, Chief Executive Officer


                                                               SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in
the capacities indicated below.

                     Signature                                                            Title                                         Date
        /S/     R OBERT L. C AVNAR                                    Chief Executive Officer and Director                             March
                 Robert L. Cavnar                                     (Principal Executive Officer)                                     23,
                                                                                                                                       2012
           /S/     B RIAN J. C REE                                    Chief Operating Officer and Chief                                March
                   Brian J. Cree                                      Financial Officer (Principal Financial                            23,
                                                                      Officer)                                                         2012
          /S/     M ICHAEL S ABOL                                     Chief Accounting Officer (Principal                              March
                  Michael Sabol                                       Accounting Officer)                                               23,
                                                                                                                                       2012
                         *                                            Chairman of the board of directors                               March
                   Eric Szaloczi                                                                                                        23,
                                                                                                                                       2012
                       *                                              Director                                                         March
                 Raymond J. Lane                                                                                                        23,
                                                                                                                                       2012
                        *                                             Director                                                         March
                 Matthew A. Gibbs                                                                                                       23,
                                                                                                                                       2012
        Signature                      Title                    Date

            *               Director                            March
    George Hutchinson                                            23,
                                                                2012
           *                Director                            March
    David A.B. Brown                                             23,
                                                                2012

    / S / B RIAN J. C REE                      March 23, 2012
*        Brian J. Cree
      as attorney-in-fact
                                                                                                                                            Exhibit 3.2

                                                      THIRD AMENDED AND RESTATED
                                                    CERTIFICATE OF INCORPORATION
                                                                          OF
                                                          LUCA TECHNOLOGIES INC.

LUCA TECHNOLOGIES INC., a corporation organized and existing under the General Corporation Law of the State of Delaware, does
hereby certify as follows:

1. The name of the corporation is Luca Technologies Inc.

2. The date of filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware was April 20, 2007 under the
name of Luca Technologies Inc.

3. The Second Amended and Restated Certificate of Incorporation of this corporation is hereby amended and restated to read as follows:

FIRST : The name of the corporation is Luca Technologies Inc. (hereinafter referred to as the “Corporation”).

SECOND : The address of the registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street,
City of Wilmington, County of New Castle, Delaware 19801. The name of the registered agent of the Corporation at that address is The
Corporation Trust Company.

THIRD : The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General
Corporation Law of the State of Delaware (the “Delaware General Corporation Law”).

FOURTH : The Corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.”
The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is 105,000,000, of which
100,000,000 shares shall be Common Stock, having a par value of $0.01 per share (the “Common Stock”), and 5,000,000 shares shall be
Preferred Stock, having a par value of $0.01 per share (the “Preferred Stock”).

A. The board of directors or any authorized committee thereof is authorized, to the fullest extent permitted by law, to provide for the issuance
of shares of Preferred Stock in series, and by filing a certificate pursuant to the applicable law of the State of Delaware (such certificate being
hereinafter referred to as a “Preferred Stock Designation”), to establish from time to time the number of shares to be included in each such
series and the designation of such series, to fix the voting powers (if any) of the shares of such series, and to fix any other powers, preferences
and rights of the shares of each such series and any qualifications, limitations or restrictions thereof. The powers, preferences and relative,
participating, optional and other special rights of each series of Preferred Stock, and the qualifications, limitations or restrictions thereof, if any,
may differ from those of any and all other series at any time outstanding. Except as otherwise provided in any Preferred Stock Designation, the
number of authorized shares of Common Stock or Preferred Stock may from time to time be increased or decreased (but not below the number
of shares of such class outstanding) by the affirmative vote of a majority in voting power of the outstanding capital stock of the Corporation
entitled to vote thereon, irrespective of the provisions of Section 242(b)(2) of the Delaware General Corporation Law (or any successor
provision thereto), and no vote of the holders of either the Common Stock or the Preferred Stock voting separately as a class shall be required
therefor.

B. Each outstanding share of Common Stock shall entitle the holder thereof to one vote on each matter properly
submitted to the stockholders of the Corporation for their vote; provided , however , that, except as otherwise required by law, holders of
Common Stock shall not be entitled to vote on any amendment to this Third Amended and Restated Certificate of Incorporation (including any
Preferred Stock Designation) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected
series are entitled, either separately or together as a class with the holders of one or more other such series, to vote thereon pursuant to this
Third Amended and Restated Certificate of Incorporation (including any Preferred Stock Designation) or pursuant to the Delaware General
Corporation Law.

C. Upon the filing and effectiveness of this Third Amended and Restated Certificate of Incorporation with the Secretary of State of the State of
Delaware (the “Effective Time”), each outstanding share of the Corporation’s Series A Preferred Stock, Series B Preferred Stock and Series C
Preferred Stock shall, without the payment of any additional consideration or other action on the part of the Corporation or the holder thereof,
convert into one validly issued, fully paid and non-assessable share of Common Stock. Certificates dated as of a date prior to the Effective
Time representing outstanding shares of the Corporation’s Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock
shall, immediately after the Effective Time, represent a number of shares of Common Stock equal to the same number of shares of the Series A
Preferred Stock, Series B Preferred Stock and Series C Preferred Stock as is reflected on the face of such certificates. The Corporation may, but
shall not be obliged to, issue new certificates evidencing the shares of Common Stock outstanding as a result of such automatic conversion
unless and until the certificates evidencing the shares held by a holder prior to such automatic conversion are either delivered to the
Corporation or its transfer agent or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or
destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection
with such certificates.

FIFTH : The following provisions are inserted for the management of the business and the conduct of the affairs of the Corporation, and for
further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders:

A. The business and affairs of the Corporation shall be managed by or under the direction of the board of directors.

B. The directors of the Corporation need not be elected by written ballot unless the Corporation’s Bylaws so provide.

C. Subject to the rights of the holders of any series of Preferred Stock, any action required or permitted to be taken by the stockholders of the
Corporation must be effected at a duly called annual or special meeting of stockholders of the Corporation and may not be effected by any
consent in writing by such stockholders.

D. Special meetings of stockholders of the Corporation may be called only by the board of directors acting pursuant to a resolution adopted by
a majority of the directors then in office.

E. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be
the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim
of breach of a fiduciary duty owed by any director, officer or
other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to
any provision of the Delaware General Corporation Law, or (iv) any action asserting a claim governed by the internal affairs doctrine, in each
case subject to said Court of Chancery having personal jurisdiction over the indispensible parties named as defendants therein. Any person or
entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and
consented to the provisions of this Article FIFTH, Section E.

SIXTH : A. Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, the
number of directors shall be fixed from time to time exclusively by the board of directors pursuant to a resolution adopted by a majority of the
directors then in office. The date, time and place, if any, of the annual meeting of stockholders for the purpose of electing directors shall be
determined solely by resolution of the board of directors in its sole and absolute discretion. The board of directors, other than those directors
who may be elected by the holders of any series of Preferred Stock under specified circumstances, shall be divided into three classes,
designated as Class I, Class II and Class III, respectively. The board of directors is authorized to assign members of the board already in office
to each class in accordance with a resolution or resolutions that has been or will be adopted by a majority of the directors then in office. Each
class shall consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire board of directors. The
Class I directors shall initially serve until the Corporation’s first annual meeting of stockholders held after the closing of the Corporation’s
initial public offering; the Class II directors shall initially serve until the Corporation’s second annual meeting of stockholders held after the
closing of the Corporation’s initial public offering; and the Class III directors shall initially serve until the Corporation’s third annual meeting
of stockholders held after the closing of the Corporation’s initial public offering, with each director to hold office until his or her successor
shall have been duly elected and qualified. Commencing with the first annual meeting of stockholders held after the closing of the
Corporation’s initial public offering, directors of each class the term of which shall then expire shall be elected for a term of office ending at the
third annual meeting of stockholders following such persons’ election, with each director to hold office until his or her successor shall have
been duly elected and qualified. In case of any increase or decrease, from time to time, in the number of directors (other than directors elected
by the holders of any series of Preferred Stock), the number of directors in each class shall be apportioned as nearly equal as possible.

B. Subject to the rights of the holders of any series of Preferred Stock then outstanding, any and all vacancies in the board of directors, however
occurring, including, without limitation, newly-created directorships by reason of an increase in the size of the board of directors, or the death,
resignation, disqualification or removal of a director, shall, unless otherwise required by law or by resolution of the board of directors, be filled
only by a majority vote of the remaining directors then in office, even if less than a quorum (and not by stockholders), and directors so chosen
shall serve for a term expiring at the annual meeting of stockholders at which the term of office of the class to which they have been chosen
expires or until such directors’ successors shall have been duly elected and qualified. No decrease in the authorized number of directors shall
shorten the term of any incumbent director. In the event of a vacancy in the board of directors, the remaining directors then in office, except as
otherwise provided by law, shall exercise the powers of the full board of directors until the vacancy is filled.

C. Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of
the stockholders of the Corporation shall be given in the manner provided in the Bylaws of the Corporation.

D. Subject to the rights of the holders of any series of Preferred Stock then outstanding, any director, or the entire board of directors, may be
removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least a majority of the voting power of
all of the then-outstanding shares of capital stock of the Corporation then entitled to vote at an election of directors, voting together as a single
class.

SEVENTH : In furtherance and not in limitation of the powers conferred by law, the board of directors is expressly empowered to adopt,
amend or repeal the Bylaws of the Corporation. Any adoption, amendment or repeal of the Bylaws of the Corporation by the board of directors
shall require the approval of a majority of the directors then in office. The stockholders shall also have power to adopt, amend or repeal the
Bylaws of the Corporation; provided , however , that, in addition to any vote of the holders of any class or series of stock of the Corporation
required by law or by this Third Amended and Restated Certificate of Incorporation, the affirmative vote of the holders of at
least sixty-six and two-thirds percent (66-2/3%) of the voting power of all of the then-outstanding shares of the capital stock of the Corporation
entitled to vote generally in the election of directors, voting together as a single class, shall be required to adopt, amend or repeal any provision
of the Bylaws of the Corporation.

EIGHTH : A director of the Corporation shall not be personally liable to the Corporation or its stockholders 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 Corporation or its stockholders;
(ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) under Section 174 of the
Delaware General Corporation Law; or (iv) for any transaction from which the director derived an improper personal benefit. If the Delaware
General Corporation Law is amended after the effective date of this Third Amended and Restated Certificate of Incorporation to authorize
corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be
eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended.

Neither any amendment nor repeal nor modification of this Article EIGHTH, nor the adoption of any provision of this Third Amended and
Restated Certificate of Incorporation inconsistent with this Article EIGHTH, shall eliminate, reduce or otherwise adversely affect any
limitation on the personal liability of a director of the Corporation existing at the time of such amendment, repeal, modification or adoption of
such an inconsistent provision with respect to events occurring prior to the date of such amendment, repeal, modification or adoption.

NINTH : The Corporation reserves the right to amend or repeal any provision contained in this Third Amended and Restated Certificate of
Incorporation in the manner prescribed by the laws of the State of Delaware and all rights conferred upon stockholders are granted subject to
this reservation; provided , however , that, notwithstanding any other provision of this Third Amended and Restated Certificate of Incorporation
or any provision of law that might otherwise permit a lesser vote or no vote, but in addition to any vote of the holders of any class or series of
the stock of this Corporation required by law or by this Third Amended and Restated Certificate of Incorporation, the affirmative vote of the
holders of at least sixty-six and two-thirds percent (66-2/3%) of the voting power of all of the then-outstanding shares of the capital stock of the
Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to amend or repeal this
Article NINTH, Sections C , or D or E of Article FIFTH, Article SIXTH, Article SEVENTH, or Article EIGHTH.

4. This Third Amended and Restated Certificate of Incorporation has been duly adopted in accordance with the provisions of Sections 242 and
245 of the General Corporation Law of the State of Delaware by the board of directors and the stockholders of the Corporation.
      IN WITNESS WHEREOF, said Corporation has caused this Third Amended and Restated Certificate of Incorporation to be signed by its
duly authorized officer and the foregoing facts stated herein are true and correct.

Dated:           , 2012                                                  Luca Technologies Inc.

                                                                         By:
                                                                                                                                        Exhibit 5.1

                                                                                                                           RRI ENERGY PLAZA
                                                                                                                      1000 Main Street, 36 th Floor
                                                                                                                            Houston, Texas 77002
                                                                                                                           {713} 226-6000 Phone
                                                                                                                             {713} 228-1331 Fax
                                                                                                                                porterhedges.com

                                                                  March 23, 2012

Luca Technologies Inc.
500 Corporate Circle, Suite C
Golden, Colorado 80401

Ladies and Gentlemen:

      We have acted as special counsel to Luca Technologies Inc., a Delaware corporation (the “ Company ”), in connection with the proposed
issuance of up to 9,775,000 shares of common stock, $0.001 par value per share (the “ Shares ”), by the Company. The Shares are included in a
registration statement on Form S-1 under the Securities Act of 1933, as amended (the “ Act ”), filed with the Securities and Exchange
Commission (the “ Commission ”) on June 29, 2011 (Registration No. 333-175211) (as amended, the “ Registration Statement ”). The term
“Shares” shall include any additional shares of common stock registered by the Company pursuant to Rule 462(b) under the Act in connection
with the offering contemplated by the Registration Statement. This opinion is being furnished in connection with the requirements of
Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the
Registration Statement or related Prospectus other than as expressly stated herein with respect to the issuance of the Shares.

       As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this
letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters
without having independently verified such factual matters. We are opining herein as to General Corporation Law of the State of Delaware and
we express no opinion with respect to any other laws.

     Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, the Shares have been duly
authorized by all necessary corporate action of the Company, and are validly issued, fully paid and non-assessable.
Luca Technologies Inc.
March 23, 2012
Page 2

       This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to
rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement
and to the reference to our firm in the Prospectus under the heading “Legal matters.” We further consent to the incorporation by reference of
this letter and consent into any registration statement filed pursuant to Rule 462(b) with respect to the Shares. In giving such consent, we do not
thereby admit that we are in 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/ Porter Hedges LLP

                                                                            PORTER HEDGES LLP

								
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