Gary
R. Henrie
Attorney
at Law
Licensed
in the States of Utah and Nevada
|
3518
N. 1450 W.
|
Telephone: 702-616-3093
|
|
Pleasant
Grove, UT 84062
|
e-mail: grhlaw@hotmail.com
|
July 23,
2010
Lightbridge
Corporation
1600
Tysons Boulevard, Suite 550
McLean,
Virginia 22102
|
Re:
|
Lightbridge
Corporation
|
Registration
Statement on Form S-3
Ladies
and Gentlemen:
I have
acted as special Nevada counsel for Lightbridge Corporation, a Nevada
corporation (the "Company"), for the purpose of issuing this opinion letter in
connection with the registration statement on Form S-3 (the "Registration
Statement") filed with the Securities and Exchange Commission (the “Commission”)
pursuant to the Securities Act of 1933 (the “Act”), including the prospectus
included therein (the “Prospectus”), relating to the registration of the
following securities of the Company having an aggregate initial public offering
price of up to U.S. $50,000,000 or the equivalent thereof in one or more foreign
currencies, foreign currency units or composite currencies: (a)
shares of Common Stock par value $0.001 per share (the “Common Stock”), (b)
shares of Preferred Stock, par value $0.001 per shares (the “Preferred Stock”),
in one or more series, (c) debt securities, in one or more series,
(the “Debt Securities”), (d) warrants to purchase Common Stock, Preferred Stock,
Debt Securities, or any combination thereof, in one or more series (the
“Warrants”) and (e) units consisting of Common Stock, Preferred Stock, Debt
Securities or Warrants, or any combination thereof, in one or more series (the
“Units”). The Common Stock, the Preferred Stock, the Debt Securities,
the Warrants and the Units are collectively referred to herein as the
“Securities.”
In
rendering the opinions set forth below, I have relied upon and have assumed
that: (a) all information contained in all documents reviewed by me is true and
correct; (b) all signatures on all documents examined by me are genuine; (c) all
documents submitted to me as originals are authentic and all documents submitted
to me as copies conform to the originals of those documents; (d) each natural
person signing any document reviewed by me had the legal capacity to do so; (e)
the Registration Statement, and any amendments thereto (including post-effective
amendments) will have become effective and comply with all applicable laws; (f)
all Securities will be issued and sold in compliance with applicable federal and
state securities laws and in the manner stated in the Registration Statement as
amended; (g) all information regarding the Company and its subsidiaries on
official websites of state agencies is true and correct; (h) there will not have
occurred any change in law affecting the validity or enforceability
of the Securities; (i) any action taken by the Company’s or any Subsidiary’s
board of directors (or authorized committee thereof) or governing body, will not
have been modified or rescinded after the initial action was taken; (j) with
respect to the Common Stock and Preferred Stock including stock to be issued
upon the exercise of Warrants, the Company will have a sufficient number of
authorized but unissued shares thereof under its Articles of Incorporation, as
amended, and will have reserved from such authorized but unissued and unreserved
shares, sufficient shares for the issuance thereof; (k) the certificates
representing the Securities will be duly authorized, executed and delivered; and
(l) where applicable, the Securities will be properly authenticated by the
manual signature of an authorized representative of the trustee, warrant agent,
unit agent or transfer agent.
Based
upon the foregoing, I am of the opinion that:
1. The
Company is a corporation validly existing and in good standing under the laws of
the State of Nevada, with full corporate power to own, lease and operate its
properties and conduct its business as described in the Registration Statement,
the Disclosure Package and the Prospectus, to execute and deliver the Placement
Agency Agreement and each of the Subscription Agreements, and to issue, sell and
deliver the Securities as contemplated therein.
2. The
Company is duly qualified to do business as a foreign corporation in the State
of Virginia. To my knowledge, the State of Virginia is the only state
within the United States in which the Company owns any material property or
conducts any material business and in which the failure to be qualified as a
foreign corporation would have a Material Adverse Effect.
3. Each
of the Subsidiaries is validly existing as a corporation or other entity, as the
case may be, in good standing under the laws of the jurisdiction of its
incorporation or formation, as the case may be, with full corporate or limited
liability company power to own, lease and operate its properties and conduct its
business as described in the Registration Statement, the Disclosure Package and
the Prospectus. I express no opinion in any respect regarding the
Company’s branch offices located in Europe and Asia.
4. Each
of the Subsidiaries is duly qualified to transact business and is in good
standing as a foreign corporation or other entity, as the case may be, in each
jurisdiction where the ownership or leasing of its properties or the conduct of
its business requires such qualification, except where the failure to be so
qualified and in good standing would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.
5. The
Company has an authorized capitalization as set forth in the Registration
Statement and the Prospectus; all of the issued and outstanding shares of
capital stock of the Company have been duly authorized and validly issued, are
fully paid and non-assessable and to my knowledge are free of statutory
preemptive rights and contractual preemptive rights, resale rights, rights of
first refusal and similar rights.
6. All
of the outstanding shares of capital stock or membership interests as the case
may be of each of the Subsidiaries have been duly authorized and validly issued,
are fully paid and non-assessable and, except as otherwise disclosed in the
Registration Statement (excluding the exhibits thereto) and the Prospectus, are
owned by the Company and are subject to no security interest or other
encumbrance or adverse claim.
7. The
Placement Agency Agreement and each of the Subscription Agreements have been
duly authorized, executed and delivered by the Company. The Placement
Agency Agreement and each of the Subscription Agreements is a valid and binding
obligation of the Company, enforceable against the Company in accordance with
its terms, provided that the Placement Agency Agreement and each of the
Subscription Agreements have in fact been executed and delivered by the
Company.
8. The
Warrants have been duly authorized and, when executed by the Company and issued
and delivered against payment of the Purchase Amount specified in the Placement
Agency Agreement in accordance with the terms of the Placement Agency Agreement
and the Subscription Agreements, will constitute valid and binding obligations
of the Company, enforceable against the Company in accordance with their
terms.
9. The
Shares have been duly authorized and, when issued to the Investors in accordance
with the terms of the Placement Agency Agreement and the Subscription
Agreements, will be validly issued, fully paid and non-assessable, provided
applicable consideration for the Shares is paid over to the
Company.
10. The
Warrant Shares issuable upon exercise of the Warrants have been duly authorized
and reserved for issuance and, when issued to the holders of the Warrants in
accordance with the terms of the Warrants, will be validly issued, fully paid
and non-assessable, provided the applicable consideration for the Warrant Shares
is paid over to the Company.
11. The
Securities are free of statutory and, to my knowledge, contractual preemptive
rights, resale rights, rights of first refusal and restrictions upon voting or
transfer.
12. No
approval, authorization, consent or order of or filing with any governmental
authority of the State of Nevada is required in connection with the issuance and
sale of the Securities, including the issuance of the Warrant Shares upon the
exercise of the Warrants, and consummation by the Company of the transactions
contemplated in the Placement Agency Agreement and the Subscription Agreements,
other than registration of the Securities under the Securities Act (except I
express no opinion as to any necessary qualification under the state securities
or blue sky laws of the various jurisdictions in which the Securities are being
offered including Nevada).
13. The
execution and delivery of the Placement Agency Agreement and each of the
Subscription Agreements by the Company, and the consummation by the Company of
the transactions contemplated thereby to be consummated on the date hereof, do
not violate (a) the Company’s Articles of Incorporation or Bylaws, (b) the
Nevada Corporation Law, or (c) to my knowledge any judgment, decree or order of
any court or any other agency of government known to me that is applicable to
the Company, any Subsidiary or any of their respective properties.
14. To
my knowledge, there are no actions, suits, claims, investigations or proceedings
pending against the Company or any Subsidiary which are required to be described
in the Registration Statement, the Disclosure Package or the Prospectus but are
not so described.
15. The
information in the Registration Statement and the Prospectus under the headings
“Description of Capital Stock,” “Description of Warrants,” “Description of Debt
Securities,” and “Description of Units,” insofar as such statements constitute a
summary of documents or matters of law, and those statements in the Registration
Statement and the Prospectus that are descriptions of contracts, agreements or
other legal documents or of legal proceedings, or refer to statements of law or
legal conclusions, are to my knowledge accurate in all material respects,
provided that some of the documents referenced may never be created or used and
my review, with limited search only, has been limited to documents of which I am
aware and which have been provided to me.
16. It
is my understanding based upon my inquiries and I have no reason to believe
otherwise, that no person has the right, pursuant to the terms of any contract,
agreement or other instrument described in or filed as an exhibit to the
Registration Statement or otherwise known to me, to cause the Company to
register under the Securities Act any shares of Common Stock or shares of any
other capital stock or other equity interest of the Company, or to include any
such shares or interest in the Registration Statement or the offering
contemplated thereby, whether as a result of the filing or effectiveness of the
Registration Statement or the sale of the Securities as contemplated thereby or
otherwise.
17. The
execution and delivery of the Placement Agency Agreement and each of the
Subscription Agreements by the Company, and the consummation by the Company of
the transactions thereunder to be consummated as of the date hereof, do not and
will not to my knowledge conflict with, result in any breach or violation of, or
constitute a default under (nor constitute any event which with notice, lapse of
time or both would result in any breach of or constitute a default under), any
indenture, mortgage, deed of trust, bank loan or credit agreement, other
evidence of indebtedness, any license, lease, contract or other agreement or
instrument included as an exhibit to the Registration Statement or as an exhibit
in any other report filed by the Company with the Commission and incorporated by
reference into the Registration Statement.
The
foregoing opinions are qualified to the extent that the enforceability of any
document, instrument or Securities may be limited by or subject to bankruptcy,
insolvency, fraudulent transfer or conveyance, reorganization, moratorium or
other similar laws relating to or affecting creditors’ rights generally, and
general equitable or public policy principles.
In
providing this opinion, I have relied as to certain matters on information
obtained from public officials and officers or agents of the
company.
I express
no opinions concerning: (i) the validity or enforceability of any provisions
contained in Debt Securities, Warrant Agreements or other agreements that
purport to waive or not give effect to rights to notices, defenses, subrogation
or other rights or benefits that cannot be effectively waived under applicable
law; and (ii) any securities into which the Debt Securities, Warrants and Units
any be convertible or exercisable, except as opined to herein.
It is
understood that this opinion is to be used only in connection with the offer and
sale of the Securities while the Registration Statement is in
effect.
Please
note that I am opining only as to the matters expressly set forth herein, and no
opinion should be inferred as to any other matters. This opinion is
limited to matters governed by the Nevada Revised Statutes (including the
statutory provisions and reported judicial decisions interpreting such law) and
the laws of the State of Nevada. I disclaim any obligation to update
this opinion or otherwise advise you of any change in any of these sources of
law or subsequent legal or factual developments which might affect any matters
or opinions set forth herein, nor do I deliver any opinion as to the extent to
which any laws other than the laws of the State of Nevada apply or the effect of
any such other laws should they apply.
Very
truly yours,
/s/ Gary R. Henrie,
Esq.
Gary R.
Henrie, Esq.
I hereby
consent to the use of this opinion as an Exhibit to the Registration Statement
and to all references to myself under the caption Legal Matters in the
Registration Statement.
Very
truly yours,
/s/ Gary R. Henrie,
Esq.
Gary R.
Henrie, Esq.