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
October
4, 2006
Board
of
Directors
Novastar
Resources Ltd.
8300
Greensboro Drive
Suite
800
McLean,
VA 22102
Re:
119,732,425 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 119,732,425 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) 94,886,253
will be outstanding upon the effective date of the Registration Statement,
(ii) up to 22,646,579 shares will be issuable upon the exercise of warrants
held by certain of the selling stockholders and (iii) 1,466,393 shares of
common
stock and 733,197 shares of common stock underlying common stock purchase
warrants, representing the maximum number of securities that could be issued
pursuant to the liquidated damages provisions of a registration rights agreement
entered into in conjunction with the May 4, 2006 private placement, will
be
issuable if the liquidated damages provisions are triggered. 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 94,886,253 shares
referenced in the preceding paragraph, will be legally issued, fully-paid
and
non-assessable. Moreover, I am of the opinion that the 22,646,579 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.
Additionally, the 1,466,393 shares of common stock and 733,197 shares of
common
stock underlying common stock purchase warrants that may be issued pursuant
to
the liquidated damages provisions of a registration rights agreement entered
into in conjunction with the May 4, 2006 private placement will be legally
issued, fully-paid and non-assessable upon the issuance of such shares or
warrants in accordance with the terms of the registration rights agreement
entered into in conjunction with the May 4, 2006 private placement. 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