November 23, 2010
Uranium Energy Corp. |
Dear Sirs:
Re: Uranium Energy Corp. - Registration Statement on Form S-3
We have acted as counsel to Uranium Energy Corp. (the "Company") in connection with the Company's registration statement on Form S-3 (the "Registration Statement") dated November 23, 2010, filed with the Securities and Exchange Commission under theSecurities Act of 1933, as amended. The Registration Statement relates to the registration of the following shares of common stock of the Company for resale by the selling shareholders named in the Registration Statement (the "Selling Shareholders"):
- 8,111,313 shares of common stock (the "Shares") issued pursuant to an unregistered private placement of units completed on October 26, 2010 (the "Private Placement"); and
- 4,055,659 shares of common stock (the "Warrant Shares") that may be acquired upon the exercise of 4,055,659 common stock purchase warrants (the "Warrants") issued pursuant to the Private Placement.
In rendering this opinion set for below, we have reviewed:
- the Registration Statement dated November 23, 2010;
- the Company's Articles of Incorporation;
- the Company's Bylaws;
- certain records of the Company's corporate proceedings, including resolutions of the directors approving the transactions described above;
- The subscription agreements entered into between the Selling Shareholders and the Company;
- the form of the certificate representing the Warrants;
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- an Officer's Certificate executed by Amir Adnani, in his capacity as the Company's President and Chief Executive Officer, dated November 23, 2010; and
- such other documents as we have deemed relevant.
Based upon the foregoing and in reliance thereon, and subject to the qualifications and limitations set forth herein, we are of the opinion that:
- the Shares held by the Selling Stockholders are validly issued, fully paid and non-assessable shares of the Company's common stock; and
- upon exercise of the Warrants in accordance with their respective terms (including, without limitation, the payment of the exercise price for the Warrant Shares), the Warrant Shares will be validly issued, fully paid and non-assessable shares of the Company's common stock.
Our opinion expressed herein is subject in all respects to the following assumptions, limitations and qualifications:
- the foregoing opinion is limited to Nevada law, including all applicable provisions of the Constitution of the State of Nevada, statutory provisions of the State of Nevada and reported judicial decisions of the courts of the State of Nevada interpreting those laws; we have not considered, and have not expressed any opinion with regard to, or as to the effect of, any other law, rule, or regulation, state or federal, applicable to the Company;
- we have assumed (i) the genuineness of all signatures on documents examined by us, (ii) the authenticity of all documents submitted to us as originals, (iii) the conformity to authentic originals of all documents submitted to us as certified, conformed, photostatic or other copies, and (iv) that the documents, in the forms submitted to us for review, have not been and will not be altered or amended in any respect; and
- we have assumed that each of the statements made and certified in the Officer's Certificate was true and correct when made, has at no time since being made and certified become untrue or incorrect, and remains true and correct on the date hereof.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our firm's name in the section of the Registration Statement and the prospectus included therein entitled "Interests of Named Experts and Counsel".
Yours truly,
/s/ Lang Michener LLP