Gary
R.
Henrie
Attorney
at Law
8275 S. Eastern Ave., Suite 200
Las Vegas, NV 89123
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Telephone:
702-616-3093
Facsimile:
435-753-1775
E-mail:
gary@grhlaw.net
|
|
|
June
14,
2006
Board
of
Directors
Novastar
Resources Ltd.
8300
Greensboro Drive
Suite
800
McLean,
VA 22102
|
Re: |
162,640,438
Shares Common Stock $0.001 Par Value
Form
S-4 Registration Statement
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Ladies
and Gentlemen:
As
special securities counsel for Novastar Resources Ltd., a Nevada corporation
(the “Company”),
you
have requested my opinion in connection with the preparation and filing with
the
United States Securities and Exchange Commission of a Registration Statement
on
Form S-4 (the “Registration
Statement”)
registering 162,640,438 shares of the Company’s common stock, $0.001par value
per share, for issuance to the stockholders and option and warrant holders
of
Thorium Power, Inc. pursuant to the Agreement and Plan of Merger (the
“Merger
Agreement”),
dated
as of February 14, 2006, by and among the Company, TP Acquisition Corp., a
Delaware corporation and wholly owned subsidiary of the Company, and Thorium
Power, Inc., a Delaware corporation. The contents of the Registration Statement,
including the exhibits thereto, are incorporated by reference
herein.
I
have
examined such records and documents and made such examination of law as I have
deemed relevant in connection with this opinion. Based on the foregoing, and
subject to the caveats identified below, I am of the opinion that the
162,640,438 shares covered by the Registration Statement, when issued in
accordance with the terms of the Merger Agreement and the Prospectus forming
a
part of the Registration Statement, will be legally issued, fully-paid and
non-assessable. Moreover, my opinion is limited to the due issuance of such
shares covered by the Registration Statement and is based upon Nevada corporate
law and the judicial decisions interpreting that law.
I
hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement.
Sincerely,
/s/
Gary R. Henrie
Gary
R.
Henrie