EXHIBIT 5.1
-----------
[GRAPHIC OMITTED] LACK0WICZ, SUITE 300,204 BLACK STREET
SHIER WHITEHORSE, YUKON YlA 2M9
& HOFFMAN TELEPHONE: 867-668-5252
FAX: 867-668-5251
BARRISTERS & SOLICITORS E-MAIL: lackowicz.shier@yukonlaw.com
- -------------------------------------------------------------------------------
IN ASSOCIATION WITH
[GRAPHIC OMITTED] Bull, Reply Attention To: Paul W. Lackowicz
Housser DIRECT E-MAIL:plackowicz@yukonlaw.com
& Tupper
Our File No: 33661
May 31,2006
Ivanhoe Mines Ltd.
Suite 654, 999 Canada Place
Vancouver, BC V6C 3E1
Dear Sirs/Mesdames:
RE: IVANHOE MINES LTD. - 2006 STOCK OPTION PLAN
We act as Yukon counsel to Ivanhoe Mines Ltd. (the "Corporation"). We
have been asked by the Corporation to render an opinion in connection with the
Corporation's preparation and filing of a Registration Statement on Form S-8
(the "Registration Statement") with the Securities and Exchange Commission
pursuant to the SECURITIES ACT OF 1933, as amended. The Registration Statement
relates to an aggregate of 3,000,000 common shares of the Corporation (the
"Shares") which maybe issued pursuant to an amendment to the Corporation's
Employees' and Directors' Equity Incentive Plan (the "Plan") which increases
the maximum number of shares issuable under the Plan from 29,000,000 to
32,000,000.
SCOPE OF REVIEW
For the purposes of our opinion, we have reviewed faxed copies of the
following:
1. an emailed copy of a Certificate of the Secretary of the
Corporation, dated May 18, 2006 certifying the following:
a. Resolutions of the Directors of the Corporation passed at
a meeting held March 30, 2006;
b. Resolutions of the Shareholders of the Corporation passed
May 12,2006; and
c. a consolidated copy of the Employees' and Directors'
Equity Incentive Plan dated May 12, 2006;
- -------------------------------------------------------------------------------
PAUL W. LACKOWICZ DANIEL S. SHIER DEBBIE P. HOFFMAN
LORI A. LAVOIE SERGE M. LAMARCHE BRENDA F. SMICHURA-JEROME
COUNSEL: TIMOTHY S. PRESTON, Q.C.
Page 2
File No. 33661
2. a Certificate of Status for the Corporation issued on May 25,
2006 by the Yukon Registrar of Corporations under the BUSINESS
CORPORATIONS ACT (Yukon); and
3. an electronic copy draft copy of the Form S-8, to be filed with
the SEC in relation to the Shares (the "Draft Form S-8").
We have examined originals or copies, certified or identified to our
satisfaction, of the articles and by-laws of the Corporation and of such
corporate records of the Corporation, certificates of public officials,
officers of the Corporation and such other documents and have considered such
questions of law and made such other investigations as we have deemed relevant
or necessary as a basis for the opinions hereinafter expressed.
ASSUMPTIONS
In rendering this opinion, we have assumed:
1. The genuineness of all signatures;
2. The authenticity and completeness of all documents submitted to us as
originals;
3. The conformity to original documents and the completeness of all
documents submitted to us or received by us as conformed copies, certified
copies, photocopies or facsimile transmissions, and the authenticity of the
originals where certified copies, photocopies or facsimile transmissions have
been submitted or received;
4. The accuracy, completeness and truth of all facts set forth in
corporate records or official public records and certificates and any other
documents, certificates or records supplied by corporate or public officials
and the identity and capacity of all individuals acting or purporting to act as
such; and
5. The Form S-8 filed with the SEC in relation to this transaction is not
materially different from the Draft Form S-8.
PRACTICE RESTRICTION
We are solicitors qualified to carry on the practice of law in the
Yukon Territory only and we express no opinion as to any laws or matters
governed by the laws other than the Yukon Territory and the federal laws of
Canada applicable therein in effect as at the date of this opinion.
Page3
File No. 33661
OPINION
Based and relying upon the foregoing, we are of the opinion that, upon
receipt by the Corporation of full payment therefor pursuant to the
Corporation's Employees' and Directors' Equity Incentive Plan and delivery by
the Corporation of the share certificates representing the Shares, the Shares
will be validly issued as fully paid and non-assessable.
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement.
Yours very truly,
LACKOWICZ, SHIER & HOFFMAN
/s/ Lackowicz, Shier & Hoffman