SecProbe.io

Mail Stop 3561

April 26, 2016

Via E -mail
David Frydenlund
General Counsel and Corporate Secretary
Energy Fuels Inc.
225 Union Blvd., Suite 600
Lakewood, Colorado 80228

Re: Energy Fuels, Inc.
  Registration Statement on Form S-3
Filed  April 15, 2016
  File No.  333-210782

Dear David Frydenlund :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our com ments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, w e may have  additional comments.

Exhibit 4.8 – Form of Indenture

1. We note that the indenture filed as Exhibit 4.8 does not contain a reasonably itemized and
informative table of contents or a cross reference sheet showing the location in the
indenture of the provision inserted pursuant to Sections 310 through 318(a) of the Trust
Indenture Act of 1939, as required by Items 601(b)(4)(iv)(A) and (B) of Regulation S -K.
Please re -file your indenture to include the table of contents and the cross -reference shee t.

Exhibit 5.1 – Legality Opinion

2. Please revise the legality opinion to also opine on the legality of the 2,515,625 common
shares issuable upon the exercise of the warrants issued in March 2016.

David Frydenlund
Energy Fuels, Inc.
April 26, 2016
Page 2

3. We note that the legality opinion states that the Shares  and Preferred Shares will be
validly issued as fully paid and non -assessable.  Please file a revised legality opinion that
opines on whether such shares will be legally issued, fully paid, and non -assessable, as
those terms are understood under U.S. law.  For guidance, refer to Section II.B.1.c of
Staff  Legal Bulletin No. 19.

4. We note that the legality opinion states that the Rights, Warrants, Subscriptions Receipts,
and Units will be “validly issued.”  Please file a revised legality opinion that opines th at
the Rights, Warrants, Subscription Receipts, and Units are binding obligations of the
registrant under the law of the jurisdiction governing the respective securities.  For
guidance, refer to Section II.B.1.f and II.B.1.h of Staff Legal Bulletin No. 19.

5. We note that the legality opinion states that the Debt Securities will be “validly issued.”
Please file a revised legality opinion that opines on whether the Debt Securities are
binding obligations under the law of the jurisdiction governing the agreeme nt or
instrument pursuant to which the Debt Securities are issued.  For guidance, refer to
Section II.B.1.e of Staff Legal Bulletin No. 19.

6. We note the statement that the opinion is limited to the laws of the Province of Canada
and the federal laws of Canada.  Please revise to also include the laws of the jurisdiction
governing the agreements being registered.  For guidance, refer to paragraph  2 to Section
II.B.1.e of Staff Legal Bulletin No. 19.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstand ing our comments, in the event you request acceleration of the effective date
of the pending regist ration statement, please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated a uthority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not  relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

David Frydenlund
Energy Fuels, Inc.
April 26, 2016
Page 3

  the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission  or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as conf irmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Please contact Kathleen Suellentrop  at (202) 551 -4256 or Pamela Howell  at (202) 551 -
3357 with any other questions.

Sincerely,

 /s/ Pamela Howell
 for

John Reynolds
Assistant Director
Office of Beverages, Apparel, and
Mining

cc: Richard Raymer, Esq.
Dorsey & Whitney LLP