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Exhibit 5.1
[LETTERHEAD]
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 1,350,000 shares (the
"Shares") of its common stock, $.01 par value, issuable to the Lightbridge,
Inc. 1996 Incentive and Non-Qualified Stock Option 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.
A Partner
