Exhibit 5.1
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
November 15, 2007
EnergySolutions, Inc.
423 West 300 South, Suite 200
Salt Lake City, Utah 84101
Ladies and Gentlemen:
We have acted as counsel to EnergySolutions, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission of the Company’s Registration Statement on Form S-8 (as amended, the “S-8 Registration Statement”), under the Securities Act of 1933, as amended, relating to the registration of 10,440,000 shares (the “Shares”) of common stock, par value $0.01 per share, of the Company, pursuant to the EnergySolutions, Inc. 2007 Equity Incentive Plan (the “Plan”), to be filed as Exhibit 4.1 to the S-8 Registration Statement.
In so acting, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the S-8 Registration Statement, the Plan, the Company’s Certificate of Incorporation, the Company’s By-laws and such corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company, and have made such inquiries of such officers and representatives, as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth.
In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents. As to all questions of fact material to these opinions that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Company.
November 15, 2007
Page 2
Based on the foregoing, and subject to the qualifications stated herein, we are of the opinion that the Shares have been duly authorized and, when issued and delivered upon the receipt of consideration constituting lawful consideration under Delaware law in accordance with the Plan, will be validly issued, fully paid and non-assessable.
This opinion is limited to the corporate laws of the State of Delaware, and we express no opinion as to the effect on the matters covered by this letter of the laws of any other jurisdiction.
We hereby consent to the use of this letter as an exhibit to the Registration Statement and to any and all references to our firm in the S-8 Registration Statement.
Very truly yours,
/s/ WEIL, GOTSHAL & MANGES LLP
