July 16, 2004


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 Canadian 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.  333-117125,   (the  "Registration   Statement")  for  the
registration  under the Securities  Act of 1933, as amended,  of up to 3,600,000
common  shares (the "Common  Shares") of the  Corporation  for sale from time to
time 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.        the  1,875,000  Common Shares  described in the  Registration
         Statement as being issued and  outstanding  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,  1,750,000
         Common Shares described in the Registration Statement as being issuable
         upon the exercise of warrants to purchase  common  shares,  will,  when
         issued, be legally issued as fully paid and non-assessable shares.

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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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