Exhibit 5.1 and 23.1

                       JEFFREY GIESBRECHT, SOLICITOR
         1650 - 1185 West Georgia Street, Vancouver, BC, Canada V6E 4E6
 Telephone: (604) 684-9384  Fax: (604) 688-4670  E-Mail: jgiesbrecht@mnxltd.com




                                                               December 19, 2002



Board of Directors
Western Copper Holdings Limited
1650 - 1185 West Georgia Street
Vancouver, B.C.  V6E 4E6

     Re: Common Stock of Western Copper Holdings Limited

Gentlemen:

     I act as counsel to Western Copper  Holdings  Limited,  a British  Columbia
corporation  (the  "Company"),  in connection with the registration of 4,376,500
shares of the Company's Common Shares (the "Shares") under the Securities Act of
1933,  as amended (the  "Securities  Act"),  which will be offered under options
pursuant to the Company's 2002 Stock Option Plan,  2000 Stock Option Plan,  1998
Stock Option Plan, and 1996 Amended Stock Option Plan (the "Plans"), all further
described in the  Company's  registration  statement on Form S-8 filed under the
Securities Act (the "Registration Statement").

     For the purpose of rendering this opinion,  I examined  originals or copies
of such documents as we deemed to be relevant.  In conducting my examination,  I
assumed  without   investigation,   the  genuineness  of  all  signatures,   the
correctness of all certificates,  the authenticity of all documents submitted to
me as  originals,  the  conformity  to all original  documents of all  documents
submitted  as certified  or  photostatic  copies,  and the  authenticity  of the
originals of such copies,  and the accuracy and completeness of all records made
available  to us by the Company.  In addition,  in  rendering  this  opinion,  I
assumed  that  the  Shares  will  be  offered  in the  manner  and on the  terms
identified  or  referred  to  in  the  Registration  Statement,   including  all
amendments thereto.

     My opinion is limited  solely to  matters  set forth  herein.  I express no
opinion  as to the law of any  other  jurisdiction  other  than  the laws of the
Province of British Columbia and the laws of Canada.

     Based upon the foregoing,  after giving due regard to such issues of law as
I deemed relevant,  and assuming that (i) the Registration Statement becomes and
remains  effective,  and the  Prospectus,  which  is a part of the  Registration
Statement (the  "Prospectus"),  and the Prospectus  delivery  requirements  with
respect  thereto,  fulfill  all  of the  requirements  of  the  Securities  Act,
throughout all periods relevant to the opinion, (ii) all offers and sales of the
Shares will be made in compliance  with the securities laws of the states having
jurisdiction  thereof, and (iii) the Company receives, to the extent applicable,
the consideration set forth under the Plan and stock option agreements,  I am of
the  opinion  that the  Shares  to be issued  under  the Plan and  stock  option
agreements will be legally issued, fully paid and non-assessable.


     I hereby  consent in writing to the use of our opinion as an exhibit to the
Registration  Statement and any amendment thereto.  By giving such consent, I do
not thereby  admit that I come within the category of persons  where  consent is
required under Section 7 of the  Securities Act or the rules and  regulations of
the Securities and Exchange Commission.

                                       Very truly yours,

                                       "Jeffrey Giesbrecht"

                                        Jeffrey Giesbrecht