Exhibit 5


GOODMAN AND CARR LLP                                                 Jay Goldman
Barristers and Solicitors                              Direct Line: 416.595.2409
Suite 2300, 200 King Street West                E-mail: jgoldman@goodmancarr.com
                                                        ------------------------
Toronto, Ontario                                         File Number: 333-102592
Canada  M5H 3W5


February 6, 2003

The Board of Directors of Altair Nanotechnologies Inc.
1725 Sheridan Avenue, Suite 140
Cody, WY 82414

Dear Sirs/Mesdames:

Re:      Registration Statement on Form S-2

We have acted as Canadian counsel to Altair Nanotechnologies Inc., a corporation
incorporated  under the Canada Business  Corporation Act (the  "Corporation") in
connection with the preparation of the Corporation's  Registration  Statement on
Form S-2, File No. 333-102592 (the  "Registration  Statement"),  filed under the
Securities Act of 1933, as amended (the "Securities  Act"), for the registration
of common  shares (the "Common  Shares") and warrants  (the  "Warrants")  of the
Corporation  for  sale by the  Corporation.  In  connection  with  the  opinions
hereinafter expressed, we have conducted or caused to be conducted such searches
as we have considered necessary, advisable or relevant. We have also prepared or
examined all such documents, corporate records of the Corporation,  certificates
of officers of the Corporation,  and other materials as we considered  advisable
or relevant.  We have also examined such statutes,  corporate and public records
and other documents  including  certificates or statements of public  officials,
and considered  such matters of law, as we have deemed  necessary as a basis for
the opinions hereinafter  expressed.  For the purposes of the opinions set forth
below,  we have  assumed,  with  respect to all  documents  examined  by us, the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to authentic or original documents of all documents
submitted to us as certified,  conformed,  telecopied or photostatic  copies and
the legal  capacity at all relevant times of any natural person signing any such
document.

We are  solicitors  qualified to carry on the practice of law in the Province of
Ontario only.  We express no opinion as to any laws, or matters  governed by any
laws,  other than the laws of the  Province of Ontario  and the federal  laws of
Canada applicable therein as such laws exist on the date hereof.

Based upon and subject to the foregoing, we are of the opinion that

(a)      following   the  issue  of  such  Common  Shares  and  receipt  of  the
         consideration  specified in the Registration Statement for the issue of
         such Common Shares, the Common Shares registered under the Registration


                                       1


         Statement  and issuable  otherwise  than upon  exercise of the Warrants
         will be legally issued as fully paid and non-assessable shares;

(b)      following the issue of such  Warrants and receipt of the  consideration
         specified in the Registration Statement for the issue of such Warrants,
         the  Warrants  registered  under  the  Registration  Statement  will be
         legally issued as fully paid and non-assessable warrants; and

(c)      assuming such Common Shares are issued in compliance with the terms and
         conditions of the  Warrants,  including  receipt of the exercise  price
         specified  in the  Warrants,  the Common  Shares  registered  under the
         Registration  Statement and issuable upon exercise of the Warrants will
         be legally issued as fully paid and non-assessable shares.

We hereby  consent to the  reference  to our firm under  "Legal  Matters" in the
prospectus  which  constitutes a part of the  Registration  Statement and to the
filing of this opinion as an exhibit to the Registration Statement.

Yours truly,

Goodman and Carr LLP

/s/ Goodman and Carr LLP
---------------------------


                                       2