Exhibit
5
Opinion
of Thelen Reid & Priest LLP
September
19, 2006
Novastar
Resources Ltd.
8300
Greensboro Drive, Suite 800
McLean,
Virginia 22102
RE:
|
Registration
Statement on Form S-8 (the “Registration Statement”) of Novastar Resources
Ltd.
|
Ladies
and Gentlemen:
We
have
acted as counsel to Novastar Resources Ltd., a Nevada corporation (the
“Company”), in connection with a registration statement on Form S-8 covering
285,000 shares
of
the Company’s common stock (the “Shares”), offered on behalf of the Company in
connection with the two consulting agreements that were filed as exhibits 4.1
and 4.2 of the Registration Statement (the “Consulting
Agreements”).
In
connection with this opinion, we have examined the Registration Statement,
the
Consulting Agreements and the Company’s Articles of Incorporation and By-laws
(each as amended to date), copies of the records of corporate proceedings of
the
Company, and such
other documents, certificates, instruments and corporate records, and such
statutes, decisions and questions of law, as we have deemed necessary or
appropriate for the purpose of this opinion. In our examination we have assumed
the conformity to original documents of documents submitted to us as copies,
the
genuineness of all signatures and that the documents submitted to us are within
the capacity and powers of, and have been validly authorized, executed and
delivered by, each party thereto, other than the Company.
As to
any facts that we did not independently establish or verify, we have relied
without independent investigation upon statements, representations and
certificates of officers of the Company.
Based
upon and subject to the foregoing, we are of the opinion that the Shares, when
issued in accordance with the Stock Consulting Agreements, will be validly
issued, fully paid and non-assessable.
Our
opinion expressed above is limited to the General Corporation Law of the State
of Nevada and the federal laws of the United States of America.
We
hereby
consent to the use of this opinion as an exhibit to the Registration Statement
and to the use of our name, as counsel, therein. In giving the foregoing
consent, we do not thereby admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act or the rules and
regulations of the Securities and Exchange Commission thereunder.
This
opinion is rendered solely for your benefit and may not be relied upon or used
by, circulated, quoted or referred to, nor may copies hereof be delivered to,
any other person without our prior written approval.
This
opinion is limited to laws currently in effect on the date hereof and to the
facts as they currently exist. We assume no obligation to revise, supplement
or
otherwise update this opinion.
Very
truly yours,
/s/
Thelen Reid & Priest LLP
THELEN
REID & PRIEST LLP