Gary
R.
Henrie
Attorney
at Law
8275 S. Eastern Ave., Suite
200 |
Telephone:
702-616-3093
|
Las Vegas, NV 89123 |
Facsimile:
435-753-1775
|
|
E-mail:
gary@grhlaw.net
|
June
28,
2006
Board
of
Directors
Novastar
Resources Ltd.
8300
Greensboro Drive
Suite
800
McLean,
VA 22102
Re:
|
86,576,829 Shares Common Stock $0.001
Par
Value |
|
Form
SB-2 Registration
Statement
|
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 SB-2 (the “Registration
Statement”)
registering up to 86,576,829 shares of the Company’s common stock, $0.001 par
value per share, which may be resold from time to time by the selling
stockholders. Of such shares, (i) 66,140,649 are outstanding upon the
effective date of the Registration Statement, and (ii) up to 20,436,180
shares are issuable upon the exercise of warrants held by certain of the selling
stockholders. 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 upon the
effective date of the Registration Statement, the 66,140,649 shares referenced
in the preceding paragraph, will be legally issued, fully-paid and
non-assessable. Moreover, I am of the opinion that the 20,436,180 shares
referenced in the preceding paragraph will be legally issued, fully-paid and
non-assessable upon the exercise of the applicable warrants in accordance with
the terms thereof and upon payment of the exercise price to the Company. My
opinion is limited to the due issuance of the shares by the board of directors
of the Company 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