EXHIBIT 5.1


                                 DIANE D. DALMY
                                 ATTORNEY AT LAW
                              8965 W. CORNELL PLACE
                            LAKEWOOD, COLORADO 80227
                                  303.985.9324
                            303.988.6954 (facsimile)
                           email: ddalmy@earthlink.net



February 8, 2006

Uranium Energy Corp.
Austin Centre
701 Brazos
Suite 500 PMB#
Austin, Texas 78701

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

Please be advised that I have been engaged as counsel to Uranium Energy Corp., a
Nevada corporation (the "Company"), in connection with preparation of a
Registration Statement on Form S-8 filed with the Securities and Exchange
Commission (the "Registration Statement"). The Registration Statement pertains
to the registration of 2,000,000 shares of the Company's Common Stock, par value
$0.001, for the issuance pursuant to the terms and provisions of the 2005 Stock
Option Plan of the Company (the "Stock Option Plan").

In connection with this opinion, I have examined originals or copies of such
documents, corporate records and other instruments as I have deemed necessary or
appropriate for the purpose of the opinion hereinafter expressed including, but
not limited to, the following: (i) the Registration Statement on Form S-8; (ii)
the Articles of Incorporation and the Bylaws of the Company, as amended and
currently in effect; (iii) the Stock Option Plan and associated documents; (iv)
certain resolutions of the Board of Directors of the Company relating to the
adoption of the Stock Option Plan and other transactions contemplated by the
Registration Statement; and (v) such other documents as I have deemed necessary
of appropriate as a basis for this opinion. I have assumed, without independent
verification, the genuineness of signatures, the authenticity of documents and
the conformity with originals of copies.

Based upon the foregoing, I am of the opinion that the shares of Common Stock,
when issued and sold in accordance with the terms of the Stock Option Plan, will
be validly issued, fully paid and non-assessable.






Uranium Energy Corp.
Page Two
February 8, 2006

I am a member of the Bar of the State of Colorado and the opinions expressed
herein are limited to the corporate laws of Nevada pertaining to matters such as
the issuance of stock, but not including the "securities" or "blue sky" laws of
various states.

I hereby consent to the use of this opinion as an exhibit to the Registration
Statement. By giving the foregoing consent, I do not admit that I come within
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended.

Sincerely,





/s/ DIANE D. DALMY
__________________
    Diane D. Dalmy