Attached files

file filename
S-1/A - AMENDMENT NO.1 TO FORM S-1 - LIBERTY STAR URANIUM & METALS CORP.fs12016a1_libertystar.htm
EX-23.1 - CONSENT OF MALONEBAILEY, LLP - LIBERTY STAR URANIUM & METALS CORP.fs12016a1ex23i_liberty.htm
EX-10.9 - FORM OF 10% CONVERTIBLE PROMISSORY NOTE DATED DECEMBER 3, 2014 - LIBERTY STAR URANIUM & METALS CORP.fs12016a1ex10ix_liberty.htm
EX-10.12 - FORM OF AMENDMENT TO DECEMBER 3, 2014 NOTE PURCHASE AGREEMENT DATED FEBRUARY 27, 2015 - LIBERTY STAR URANIUM & METALS CORP.fs12016a1ex10xii_liberty.htm
EX-10.14 - FORM OF AMENDMENT TO DECEMBER 3, 2014 NOTE PURCHASE AGREEMENT DATED JULY 6, 2015 - LIBERTY STAR URANIUM & METALS CORP.fs12016a1ex10xiv_liberty.htm
EX-10.8 - FORM OF NOTE PURCHASE AGREEMENT DATED DECEMBER 3, 2014 - LIBERTY STAR URANIUM & METALS CORP.fs12016a1ex10viii_liberty.htm
EX-10.13 - FORM OF AMENDMENT TO DECEMBER 3, 2014 NOTE PURCHASE AGREEMENT DATED JUNE 9, 2015 - LIBERTY STAR URANIUM & METALS CORP.fs12016a1ex10xiii_liberty.htm

Exhibit 5.1

 

 

February 24, 2016

 

Liberty Star Uranium & Metals Corp.

5610 E Sutler Lane

Tucson, AZ 85712

 

Re: Amendment No. 1 to the Registration Statement on Form S-1

 

Ladies and Gentlemen:

 

We have acted as counsel to Liberty Star Uranium & Metals Corp., a Nevada corporation (the “Company”), in connection with the preparation and filing by the Company of its registration statement on Form S-1 amendment no. 1 (the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the registration of 350,000,000 shares of the Company’s common stock, par value $0.00001 per share (the “Registered Shares”) that are issuable pursuant to the terms and conditions of the following agreements (collectively, the “Agreements”): (i) that certain investment agreement between Tangiers Capital, LLC (“Tangiers”) and the Company entered into on June 20, 2015; and (ii) that certain registration rights agreement between Tangiers and the Company entered into on June 20, 2015.

 

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

 

In connection with this opinion, we have examined and relied upon the originals or copies of such documents, corporate records, and other instruments as we have deemed necessary or appropriate for the purpose of this opinion, including, without limitation, the following: (a) the articles of incorporation of the Company, as amended; (b) the bylaws of the Company; (c) the Agreements; and (d) the Registration Statement, including all exhibits thereto.

 

In our examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such documents, and the accuracy and completeness of the corporate records made available to us by the Company. As to any facts material to the opinions expressed below, with your permission we have relied solely upon, without independent verification or investigation of the accuracy or completeness thereof, any certificates and oral or written statements and other information of or from public officials, officers or other representatives of the Company and others.

 

Based upon the foregoing, and in reliance thereon, we are of the opinion that the Registered Shares have been duly authorized, and when sold pursuant to the terms described in the Registration Statement, will be legally issued, fully paid and non-assessable.

 

The opinion expressed herein is limited to the laws of the State of Nevada, including the Nevada Constitution, all applicable provisions of the statutory provisions, and reported judicial decisions interpreting those laws. This opinion is limited to the laws in effect as of the date the Registration Statement is declared effective by the Commission and is provided exclusively in connection with the public offering contemplated by the Registration Statement.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference of this firm under the caption “Legal Matters” in the prospectus which is made part of the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

 

  Very Truly Yours,
   
  /s/ Lucosky Brookman LLP
  Lucosky Brookman LLP