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FOLEY, HOAG & ELIOT LLP
ONE POST OFFICE SQUARE
BOSTON, MASSACHUSETTS 02109-2170
TELEPHONE 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
November 17, 2000
LIGHTBRIDGE, INC.
67 South Bedford Street
Burlington, Massachusetts 01803
Ladies and Gentlemen:
Reference is made to the information set forth under the heading "Material
Federal Income Tax Consequences" (the "Federal Income Tax Summary") contained in
the Registration Statement on Form S-4 (the "Registration Statement"), filed by
Lightbridge, Inc. (the "Company"), with the Securities and Exchange Commission
(the "SEC") on November 17, 2000, for the purpose of registering 11,847,500
shares of common stock, par value $.01 per share, of the Company.
We have aided in the preparation of the Registration Statement, including
in particular the Federal Income Tax Summary. We hereby confirm that, in all
material respects, the Federal Income Tax Summary is a fair and accurate summary
of the matters addressed therein, based upon the provisions of the Internal
Revenue Code of 1986, as amended, Treasury Department proposed temporary and
final regulations, judicial decisions, and rulings and administrative
interpretations of the Internal Revenue Service ("IRS"), as each of the
foregoing exists on the date hereof. Our opinion is not binding on the IRS or a
court of law, and no assurance can be given that the IRS will not take contrary
positions and that a court may agree with such contrary positions. In addition,
no assurance can be given that legislative or administrative action or judicial
decisions that differ from our opinion will not be forthcoming. Any such
differences could be retroactive to transactions or business operations prior to
such action or decisions. We can give no assurance that, after such change, our
opinion would not be different. We undertake no responsibility to update or
supplement our opinion following the effective date of the Registration
Statement.
This opinion is furnished to you solely for your benefit in connection with
the filing of the Registration Statement and is not to be used, circulated,
quoted or otherwise referred to for any other purpose or relied upon by any
other person for any purpose without our prior written consent. We also consent
to the use of our name in the Federal Income Tax Summary and to the filing of
this opinion with the SEC as an exhibit to the Registration Statement. In giving
such consent, we do not thereby admit that we are in the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, as
amended, or the rules and regulations of the SEC promulgated thereunder.
Very truly yours,
FOLEY, HOAG & ELIOT LLP
By: /S/ RICHARD SCHAUL-YODER
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A Partner
