EX-5.1 2 a2041068zex-5_1.txt EXHIBIT 5.1 Exhibit 5.1 FOLEY, HOAG & ELIOT LLP ONE POST OFFICE SQUARE BOSTON, MASSACHUSETTS 02109-2170 -------- TELEPHONE 617-832-1000 1747 PENNSYLVANIA AVE., N.W. FACSIMILE 617-832-7000 SUITE 1200 http://www.fhe.com WASHINGTON, D.C. 20006 TEL: 202-223-1200 FAX: 202-785-6687 March 9, 2001 Lightbridge, Inc. 67 South Bedford Street Burlington, Massachusetts 01803 Ladies and Gentlemen: We have acted as counsel for Lightbridge, Inc., a Delaware corporation (the "Company"), in connection with the preparation and filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended, of a Registration Statement on Form S-8 (the "Registration Statement") relating to the offering by the Company of 2,000,000 shares (the "Shares") of its common stock, $.01 par value, issuable pursuant to the Lightbridge, Inc. 1996 Incentive and Non-Qualified Stock Option Plan (the "Plan"). In arriving at the opinions expressed below, we have examined and relied on the following documents: (a) the Registration Statement; (b) the Plan; (c) the Certificate of Incorporation and By-Laws of the Company; and (d) the records of meetings and consents of the Board of Directors and stockholders of the Company provided to us by the Company. In addition, we have examined and relied on the originals or copies certified or otherwise identified to our satisfaction of all such records, documents and instruments of the Company and such other persons, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinions expressed below. We express no opinion other than as to the General Corporation Law of the State of Delaware. Based upon the foregoing, we are of the opinion that: 1. The Company has the corporate power necessary for the issuance of the Shares under the Plan, as contemplated by the Registration Statement. March 9, 2001 Page 2 2. The Shares have been duly authorized and, when issued against payment of the agreed consideration therefor in accordance with the Plan, will be validly issued, fully paid and non-assessable. We consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. Very truly yours, Foley, Hoag & Eliot LLP By: /s/ ALEXANDER H. PYLE ----------------------------------- a Partner