January 23, 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 Canada Business Corporations Act (the "Corporation"),  in
connection with the preparation of the Corporation's  Registration  Statement on
Form  S-3,  File  No.  333-111416,   (the  "Registration   Statement")  for  the
registration  under the Securities  Act of 1933, as amended,  of up to 5,000,000
common  shares (the "Common  Shares") of the  Corporation  for sale from time to
time 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 to the Corporation as such laws exist on the date hereof.

Based upon and  subject  to the  foregoing,  we are of the  opinion  that,  with
respect to any offering of Common Shares under the Registration Statement,  when
(i) the Registration Statement,  as finally amended, has become effective;  (ii)
an appropriate  prospectus supplement with respect to the Common Shares has been
prepared,  filed and delivered in compliance with the Securities Act of 1933, as
amended (the  "Securities  Act") and the  applicable  rules under the Securities
Act;  (iii)  if  the  Common  Shares  are to be  sold  pursuant  to a  purchase,
underwriting  or  similar  agreement,  such  purchase,  underwriting  or similar
agreement  has been duly  authorized,  executed and delivered by the Company and
the other  parties  thereto and has become a valid and binding  agreement of the
Company;  (iv) the  Board of  Directors,  including  any  appropriate  committee
appointed  thereby,  and  appropriate  officers  of the  Company  have taken all
necessary  corporate  action to  approve  the  issuance  and terms of the Common


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Shares and  related  matters,  including,  but not  limited to the price of such
Common Shares; (v) the Company has received the consideration in cash determined
by the Board of  Directors to be adequate  for the Common  Shares;  and (vi) the
terms of the  Common  Shares  and of their  issuance  and sale  have  been  duly
established  in conformity  with the  operative  articles of  incorporation  and
bylaws of the  Company  and the Canada  Business  Corporations  Act so as not to
violate any applicable law, the operative articles of incorporation or bylaws of
the  Company  or  result  in a  default  under or  breach  of any  agreement  or
instrument  binding upon the Company and so as to comply with any requirement or
restriction  imposed by any court or governmental body having  jurisdiction over
the Company,  then the Common Shares will be duly  authorized,  validly  issued,
fully paid and non-assessable.

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,


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

JG:jm



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