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Exhibit
5.1
July 23,
2010
Lightbridge
Corporation
1600
Tysons Boulevard, Suite 550
McLean,
VA 22102
Ladies
and Gentlemen:
We are acting as special U.S.
securities counsel for Lightbridge Corporation, a Nevada corporation (the
“Company”), in connection with the issuance and sale by the Company of (i) up to
2,069,992 shares (the “Shares”) of its common stock (the “Common Stock”), par
value $0.001 per share, of the Company, (ii) warrants (the “Warrants”) to
purchase up to 1,034,996 shares of Common Stock (the “Warrant Shares”), and
(iii) the Warrant Shares, pursuant to the Registration Statement on Form S-3
(No. 333-162671) (such Registration Statement, as amended from time to time, is
herein referred to as the “Registration Statement”) filed by the Company with
the Securities and Exchange Commission (the “Commission”) under the Securities
Act of 1933 (the “Act”) and the related prospectus, dated November 24, 2009, as
supplemented by the prospectus supplement to be filed with the Commission and to
be dated July 22, 2010 relating to the offer and sale of the Shares, the
Warrants and the Warrant Shares (as so supplemented, the
“Prospectus”).
We have
reviewed and are familiar with such documents, corporate proceedings and other
matters as we have considered relevant or necessary as a basis for this
opinion. Based upon, subject to and limited by the foregoing and
subject to the assumptions, qualifications, limitations, and exceptions set
forth below, we are of the opinion that the Warrants, when issued and sold by
the Company in the manner described in the Registration Statement and the
Prospectus, will constitute a valid and legally binding obligation of the
Company, enforceable against the Company in accordance with its
terms.
The
foregoing opinion is subject to the following assumptions, exceptions,
qualifications and limitations:
a. Our
opinion is subject to and limited by (i) the effect of bankruptcy, insolvency,
fraudulent conveyance and other similar laws affecting or relating to the rights
of creditors generally (ii) general equitable principles, (iii) requirements of
reasonableness, good faith and fair dealing, and (iv) in the case of waivers and
exculpatory provisions, the effect of public policy.
b. Certain
remedial provisions of the Warrants on which we are opining may be unenforceable
in whole or in part, but the inclusion of such provisions does not affect the
validity of the balance of such Warrants, and the practical realization of the
benefits created by such Warrants taken as a whole will not be materially
impaired by the unenforceability of those particular provisions. In
addition, certain remedial provisions of such Warrants may be subject to
procedural requirements not set forth therein.
c. We
have assumed for so much of our opinion as relates the choice of the law of New
York as the governing law of the Warrants would not result in a violation of an
important public policy of another state or country having greater contacts with
the transactions contemplated by the Warrants than New York.
d. We
express no opinion as to the validity or enforceability of any provisions in the
Warrants that purport to prevent oral modification or waivers.
e. We
have assumed that the Company is duly formed, validly existing and in good
standing under the laws of Nevada and has the corporate power, and has taken or
will take all necessary action required under the laws of Nevada (including any
necessary stockholder action) to authorize it, to execute and deliver, and to
perform its obligations under, the Warrants.
f. We
have assumed that the execution and delivery of, and the performance of its
obligations under, the Warrants by the Company do not and will not violate or
conflict with, result in a breach of, or constitute a default under, the
articles of incorporation or bylaws of the Company, each as amended and/or
restated from time to time, or (ii) any order, decision, judgment or decree that
may be applicable to the Company or any of its affiliates or any of their
respective properties.
This
opinion is limited to matters governed by the law of the State of New
York.
We hereby
consent to the filing of this opinion as Exhibit 5.1 to the Registration
Statement and to the use of our name under the caption “Legal Matters” in the
Registration Statement and in the Prospectus included therein. In
giving this consent, we do not thereby admit that we are within the category of
persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission promulgated thereunder.
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Very
truly yours,
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/s/
Pillsbury Winthrop Shaw Pittman
LLP
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