EXHIBIT 5.1


January 12, 2006

Alternate Energy Corp.
105 - 3325 North Service Road
Burlington, Ontario,
Canada  67N3G2

RE:   ALTERNATE ENERGY CORP., INC. (THE "CORPORATION")
      REGISTRATION STATEMENT ON FORM SB-2 (THE "REGISTRATION STATEMENT")

Gentlemen:

         We have acted as special counsel to the Corporation in connection with
the preparation of the Registration Statement on Form SB-2 filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended (the "1933 Act"), relating to the proposed public offering of up to
49,466,667 shares of the Corporation's common stock (the "Common Stock"). We are
only expressing our opinion with regard to Federal Securities Laws and the laws
of the State of Nevada.

         We are furnishing this opinion to you in accordance with Item 601(b)(5)
of Regulation S-B promulgated under the 1933 Act for filing as Exhibit 5.1 to
the Registration Statement.

         We are familiar with the Registration Statement, and we have examined
the Corporation's Articles of Incorporation, as amended to date, the
Corporation's Bylaws, as amended to date, and minutes and resolutions of the
Corporation's Board of Directors and shareholders. We have also examined such
other documents, certificates, instruments and corporate records, and such
statutes, decisions and questions of law, as we have deemed necessary or
appropriate for the purpose of this opinion. Further, we are assuming that the
shares of Common Stock to be issued in this offering will be at a price not less
than the par value of such shares.

         Based upon the foregoing, we are of the opinion that the shares of
Common Stock to be sold by the Selling Stockholder (as defined in the
Registration Statement) to the public, when issued and sold in the manner
described in the Registration Statement (as amended), will be validly issued,
fully paid and non-assessable.

         We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the use of our name in the Prospectus constituting
a part thereof.

Very truly yours,

/s/ Robert B. Murphy

Pepper Hamilton LLP