September
25, 2007
Board
of
Directors
Thorium
Power, Ltd.
8300
Greensboro Drive
Suite
800
McLean,
VA 22102
RE:
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Registration
Statement on Form SB-2 (the “Registration Statement”) of Thorium Power,
Ltd. (the “Corporation”)
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Ladies
and Gentlemen:
We
have
acted as special securities counsel to the Corporation in connection with the
preparation and filing with the United States Securities and Exchange Commission
of the Registration Statement pursuant to the Securities Act of 1933, as amended
(the “Securities Act”), relating to the sale by the selling shareholders named
therein of up to 112,544,149 shares
of
the Corporation’s common stock (the “Shares”). Of such Shares,
(i) 93,012,397 are outstanding upon the effective date of the Registration
Statement, and (ii) up to 18,431,956 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.
We
are
furnishing this opinion to you in accordance with Item 601(b)(5) of Regulation
S-B promulgated under the Securities Act for filing as Exhibit 5 to the
Registration Statement.
We
are
familiar with the Registration Statement, and we have examined the Corporation’s
Certificate of Incorporation, as amended to date, the Corporation’s Bylaws, as
amended to date, copies of the stock purchase and subscription agreements and
other documents pursuant to which the selling shareholders acquired the shares,
certificates evidencing the Shares, and minutes and resolutions of the
Corporation’s Board of Directors. We have also examined 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 Corporation.
Based
solely upon the foregoing, it is our opinion that upon the effective date of
the
Registration Statement, (1) the 93,012,397 outstanding shares referenced above
will be legally issued, fully-paid and non-assessable, and (2) that the
18,431,956 shares issuable upon exercise of warrants referenced above 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.
Our
opinion expressed above is limited to the Nevada General Corporation Law 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.
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Very truly yours, |
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/s/ Thelen
Reid Brown Raysman & Steiner LLP |
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THELEN REID BROWN
RAYSMAN & STEINER LLP
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