Exhibit 5

G&C                                                                Jay Goldman
                                                     Direct Line: 416.595.2409
                                              E-mail: jgoldman@goodmancarr.com
                                                          File Number: 0000181




November 17, 2003

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


Dear Sirs/Mesdames:


Re:      Registration Statement on Form S-3


We have acted as Ontario counsel to Altair  Nanotechnologies Inc., a corporation
incorporated under the laws of the Canada (the "Corporation") in connection with
the preparation of the  Corporation's  Registration  Statement on Form S-3, File
No. 333-110115,  (the  "Registration  Statement") for the registration under the
Securities  Act of 1933, as amended,  of common shares (the "Common  Shares") of
the  Corporation  for  sale  by  the  selling  shareholders  identified  in  the
Registration  Statement.  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 to the Corporation as such laws exist on the date hereof.






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

1.       (a)  the  619,047  Common  Shares  registered  under  the  Registration
         Statement and described therein as being purchased by Vertical Ventures
         LLC on September 30, 2003;

         (b)  the  287,715  Common  Shares  registered  under  the  Registration
         Statement and described  therein as being  purchased by Omicron  Master
         Trust on September 30, 2003 Trust; and

         (c)  the  238,095  Common  Shares  registered  under  the  Registration
         Statement and described  therein as being  purchased by Lionhart Aurora
         Fund  Limited on September  30, 2003 Trust have been legally  issued as
         fully paid and non-assessable shares; and

2.       assuming such Common Shares are issued in compliance with the terms and
         conditions of the governing warrants, including receipt of the exercise
         price specified in the governing warrants, the Common Shares registered
         under the Registration Statement and issuable upon exercise of

         (a) the  309,524  Series  2003F  warrants  to  purchase  Common  Shares
         described  in the  Registration  Statement  as having been  acquired by
         Vertical Ventures LLC on September 30, 2003;

         (b) the  142,858  Series  2003F  warrants  to  purchase  Common  Shares
         described  in the  Registration  Statement  as having been  acquired by
         Omicron Master Trust on September 30, 2003;

         (c) the  119,048  Series  2003F  warrants  to  purchase  Common  Shares
         described  in the  Registration  Statement  as having been  acquired by
         Lionhart Aurora Fund Limited on September 30, 2003; and

         (d) the  631,882  Series  2003E  warrants  to  purchase  Common  Shares
         described  in the  Registration  Statement  as having been  acquired by
         Cranshire Capital, L.P. on September 12, 2003 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 very truly,

Goodman and Carr LLP

/s/ Goodman and Carr LLP
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JG/jm