combining Lang Michener LLP and McMillan LLP

Exhibit 5.1

            We have acted as counsel to Uranium Energy Corp., a Nevada corporation (the "Company"), in connection with the public offering by the Company (the "Offering") of up to 6,394,000 shares of its common stock, $0.001 par value per share (each, a "Share" and collectively, the "Shares"), which number of Shares includes 834,000 Shares that may be issued to the placement agents in the Offering pursuant to the exercise of an over-allotment option. The Shares are being offered pursuant to the registration statement on Form S-3 (file number 333-176406) (the "Registration Statement") filed by the Company with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Act"). The Registration Statement was declared effective by the SEC on September 2, 2011.

            We have participated in the preparation of the following in connection with the Offering:

            The Base Prospectus and the Prospectus Supplement are together referred to herein as the "Prospectus".

            This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. Section  229.601(b)(5) in connection with the Offering. No opinion is expressed as to the contents of the Registration Statement or the Prospectus, other than the opinions expressly set forth herein relating to the Shares.

McMillan LLP ½ Royal Centre, 1055 W. Georgia St., Suite 1500, PO Box 11117, Vancouver, BC, Canada V6E 4N7 ½ t 604.689.9111 ½ f 604.685.7084
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            In rendering the opinions set forth below, we have reviewed the following documents in addition to those documents referred to above:

            In addition, we have relied upon certificates of officers of the Company and of public officials as to certain questions of fact material to our opinions. For purposes of this opinion, we have not reviewed any documents other than the documents listed above. In particular, we have not reviewed, and express no opinion on, any document that is referred to or incorporated by reference into the documents reviewed by us.

            Our opinions expressed herein are subject in all respects to the following assumptions, limitations and qualifications:

            In addition, we have assumed:

            The opinions expressed in this letter are rendered as of the date hereof and are based on our understandings and assumptions as to present facts, and on the application of applicable law as the same exists on the date hereof. We assume no obligation to update or supplement this opinion letter after the date hereof with respect to any facts or circumstances that may hereafter come to our attention or to reflect any changes in the facts or law that may hereafter occur or take effect.

            The foregoing opinion is limited to Nevada law, including all applicable provisions of the Constitution of the State of Nevada, statutory provisions of the State of Nevada and reported judicial decisions of the courts of the State of Nevada interpreting those laws, that, in our experience, are normally applicable to transactions such as the Offering. We have not considered, and have not expressed any opinion with regard to, or as to the effect of, any other law, rule, or regulation, state or federal, applicable to the Company.

            Based upon and subject to the foregoing, we are of the opinion that, as of the date hereof the Shares have been duly authorized by all necessary corporate action on the part of the Company and, upon issuance of the Shares in the manner contemplated by the Agency Agreement and the Prospectus, the Shares will be duly authorized, validly issued, fully paid and non-assessable.

            We hereby consent to the filing of this opinion with the SEC as an exhibit to the Current Report on Form 8-K to be filed by the Company in connection with the Offering. We also hereby consent to the use of our name under the heading "Interests of Named Experts and Counsel" in the Base Prospectus and the Prospectus Supplement which form part of the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the SEC promulgated thereunder. This opinion is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.