| 4thFloor – 570 Granville Street Vancouver, BC V6C 3P1 CANADA Telephone: (604) 689-1022 Facsimile: (604) 681-4760 |  |
| CORPORATE AND SECURITIES LAWYERS |
| Reply Attention of: | William L. Macdonald |
| Direct Telephone: | (604) 648-1670 |
| Email: | wmacdonald@wlmlaw.ca |
January 25, 2013
Pacific Green Technologies Inc.
3200 N. Hayden Road
Suite 235,
Scottsdale, Arizona
85251
Dear Sirs:
| Re: | Common Stock of Lithium Exploration Group, Inc. Registered on Form S-8, filed on |
| January 25, 2013 |
We are counsel to Lithium Exploration Group, Inc. (the "Company"), a corporation incorporated under the laws of the State of Nevada. In such capacity, we have reviewed the Registration Statement of the Company on Form S-8 (the "Registration Statement") covering an aggregate of 3,800,000 common shares (each, a "Stock Plan Share") in the capital of the Company issuable pursuant to the Company’s 2013 Stock Plan, and the reoffer of 173,612 previously issued shares (each an “Issued Share”) being registered pursuant to Instruction C of Form S-8, in accordance with the requirements of Part I of Form S-3.
We have examined originals or copies, certified or otherwise identified to our satisfaction of the resolutions of the directors of the Company with respect to the matters herein. We have also examined such statutes and public and corporate records of the Company, and have considered such questions of law as we have deemed relevant and necessary as a basis for the opinion expressed herein. We have, for the purposes of this opinion, assumed the genuineness of all signatures examined by us, the authenticity of all documents and records submitted to us as originals and the conformity to all original documents of all documents submitted to us as certified, photostatic or facsimile copies.
Based upon and subject to the foregoing, and subject also to the qualifications hereinafter expressed, we are of the opinion that (i) each Stock Plan Share to be issued under the Company’s 2013 Stock Plan, and subsequently sold pursuant to the Registration Statement will be, when issued pursuant to the terms of the 2013 Stock Plan, validly issued, fully paid and non-assessable; and (ii) the Issued Shares being registered for reoffer have been duly and validly authorized and issued, and are fully paid and non-assessable.
Macdonald Tuskey is an association of law corporations with lawyers called in
the Provinces of British Columbia and Alberta and the State of New York.
| P a g e|2 |  |
| Pacific Green Technologies Inc. January 22, 2013 | |
| CORPORATE AND SECURITIES LAWYERS |
We have attorneys admitted to practice in New York and Washington, but not admitted to practice in the State of Nevada. However, we are generally familiar with the General Corporation Law of the State of Nevada (the "NGCL") as presently in effect and we have made such inquiries with respect thereto as we consider necessary to render this opinion with respect to a Nevada corporation.
This opinion letter is limited to the current federal laws of the United States and, to the limited extent set forth above, the NGCL, as such laws presently exist and to the facts as they presently exist. We express no opinion with respect to the effect or applicability of the laws of any other jurisdiction. We assume no obligation to revise or supplement this opinion letter should the laws of such jurisdiction be changed after the date hereof by legislative action, judicial decision or otherwise.
This opinion is being furnished solely in connection with the filing of the Registration Statement with the Securities and Exchange Commission, and we hereby consent to the use of this opinion as an exhibit to the Registration Statement. This consent is not to be construed as an admission that we are a person whose consent is required to be filed with the Registration Statement under the provisions of theSecurities Act of 1933, as amended. This opinion may not be relied upon, used by or distributed to any person or entity for any other purpose without our prior written consent.
| Yours truly, | |
| W.L. MACDONALD LAW CORPORATION | |
| Ss“W.L. MACDONALD LAW CORPORATION” |