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FOLEY, HOAG & ELIOT LLP
ONE POST OFFICE SQUARE
BOSTON, MASSACHUSETTS 02109-2170
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PHONE 617-832-1000 1747 PENNSYLVANIA AVENUE, N.W.
FACSIMILE 617-832-7000 SUITE 1200
www.fhe.com WASHINGTON, D.C. 20006
TEL: 202-223-1200
FAX: 202-785-6687
August 11, 2000
Lightbridge, Inc.
67 South Bedford Street
Burlington, Massachusetts 01803
Ladies and Gentlemen:
We have acted as counsel for Lightbridge, Inc., a Delaware corporation
(the "Company"), in connection with the preparation and filing with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
of a Registration Statement on Form S-8 (the "Registration Statement") relating
to the offering by the Company of 100,000 shares (the "Shares") of its common
stock, $.01 par value, issuable pursuant to the Lightbridge, Inc. 1996
Employee Stock Purchase Plan (the "Plan").
In arriving at the opinions expressed below, we have examined and
relied on the following documents:
i) the Registration Statement;
ii) the Plan;
iii) the Certificate of Incorporation and By-Laws of the Company; and
iv) a written consent adopted by the Board of Directors as of March
10, 2000.
In addition, we have examined and relied on the originals or copies
certified or otherwise identified to our satisfaction of all such records,
documents and instruments of the Company and such other persons, and we have
made such investigations of law, as we have deemed appropriate as a basis for
the opinions expressed below. We have assumed the genuineness of all signatures
and the authenticity of all documents submitted to us as originals and the
conformity to the original documents of all documents submitted to us as
certified or photostatic copies.
We express no opinion other than as to the General Corporation Law of
the State of Delaware.
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August 11, 2000
Page 2
Based upon the foregoing, we are of the opinion that:
1. The Company has the corporate power necessary for the issuance of
the Shares under the Plan, as contemplated by the Registration
Statement.
2. The Shares have been duly authorized and, when issued against
payment of the agreed consideration therefor in accordance with
the Plan, will be validly issued, fully paid and non-assessable.
We consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
Foley, Hoag & Eliot LLP
By: /s/ John D. Patterson, Jr.
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A Partner
