EXHIBIT 5
                                                                       ---------
                                 MOYE GILES LLP
                          1225 17th Street, 29th Floor
                                Denver, CO 80202
                                 (303) 292-2900


October 16, 2003

U.S. Gold Corporation
2201 Kipling Street, Suite 100
Lakewood, Colorado 80215

         Re:  U.S. Gold Corporation
              Registration Statement on Form SB-2
              Registration No. 333-96653

Ladies and Gentlemen:

     We have acted as counsel to U.S. Gold Corporation (the "Company"), a
Colorado corporation, in connection with the public offering and sale of up to
3,458,243 shares of common stock (the "Shares"). The Shares are being registered
with the Securities and Exchange Commission (the "Commission") pursuant to a
Registration Statement on Form SB-2 filed with the Commission on July 18, 2002
(as amended, the "Registration Statement"). The Shares are to be offered and
sold in accordance with the terms and conditions set forth in the Registration
Statement (the "Offering").

     In connection with this opinion, we have examined copies or originals of
such documents, resolutions, certificates and instruments as we have deemed
necessary to form the basis for the opinion expressed below. In our examination
of the foregoing, we have assumed the genuineness of all signatures, the
authority of all persons or entities signing the documents reviewed by us, the
authenticity of all documents submitted to us as originals, and the conformity
to the originals of all documents submitted to us as certified or reproduced
copies.

     Based upon and subject to the foregoing, we are of the opinion that, at
such time as the Registration Statement has become effective with the Commission
pursuant to the Securities Act of 1933, as amended, then the Shares, when sold
in accordance with the terms of the Offering, will be validly legally issued,
fully paid and non-assessable.

     We hereby consent to the reference to our firm under the caption "Legal
Opinion" in the Prospectus that forms a part of the Registration Statement and
to the filing of this opinion as an exhibit to the Registration Statement. In
giving this consent, however, we do not thereby admit that we are within the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules or regulations of the Commission
promulgated thereunder.






U.S. Gold Corporation
October 16, 2003
Page 2



     We undertake no obligation to update the opinion expressed herein at any
time after the date hereof.


                                           Respectfully submitted,



                                           MOYE GILES LLP