Exhibit 5.1
July 13, 2007
US Gold Corporation
165 South Union Blvd., Suite 565
Lakewood, Colorado 80228
Re: Registration Statement on Form S-8 Covering Registration of Common Stock
Ladies and Gentlemen:
We have acted as counsel to US Gold Corporation, a Colorado corporation (the “Company”), in connection with the registration by the Company of 894,913 shares of common stock of the Company (“Shares”) issuable upon exercise of outstanding options.
In such capacity, we have examined, among other documents, the Articles of Incorporation and Bylaws, each as amended, and minutes of meetings of its Board of Directors and shareholders, and such other documents as we have deemed appropriate.
The attorneys of our firm are admitted to the Bar in the State of Colorado only. Accordingly, our opinion covers Colorado law only, including the statutory provisions, all applicable provisions of the Colorado Constitution and reported judicial decisions interpreting those laws.
Based on the foregoing, and subject to such further examinations as we have deemed relevant and necessary, we are of the opinion that:
1. The Company is a corporation, duly organized and validly existing under the laws of the State of Colorado.
2. All of the Shares have been legally and validly authorized under the Articles of Incorporation of the Company, and the Shares, when issued upon exercise of the options, will represent duly and validly issued, fully paid and nonassessable shares of common stock of the Company.
We hereby consent to the reference to our firm in the Registration Statement and to the filing of a copy of this opinion as Exhibit No. 5 thereto.
Sincerely,
DUFFORD & BROWN, P.C.
