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   Energy Fuels Inc.: Corresp - Filed by newsfilecorp.com

May 2, 2016

John Reynolds
Assistant Director
Securities and
Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

    Re:
    Responses to the Securities and Exchange
      Commission

    Staff Comments dated April 26, 2016
      regarding

    Energy Fuels Inc.

    Registration Statement on Form S-3

    Filed April 15, 2016

    File No. 333-210782

Dear Mr. Reynolds:

This letter responds to the comments of the staff of the United
States Securities and Exchange Commission (the “Staff”) set forth in the
April 26, 2016 letter (the “Comment Letter”) regarding the
above-referenced Form S-3 Registration Statement (the “S-3”) of Energy
Fuels Inc. (“the Company”). For your convenience, the Staff’s comments
are included below and we have numbered our responses accordingly.

Concurrently with the filing of this response to the Comment
Letter, the Company has filed an Amendment No. 1 to the S-3 (the
“Amendment”).

Our responses are as follows: Exhibit 4.8 – Form of
Indenture Staff Comment No. 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
sheet.

The Company’s Response No. 1:

In response to Staff Comment No. 1, the Amendment includes a
revised form of indenture which includes the requested table of contents and
cross reference sheet.

John Reynolds
May 2, 2016
Page 2

Exhibit 5.1 – Legality Opinion

Staff Comment No. 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.

The Company’s Response No. 2:

In response to Staff Comment No. 2, the Amendment includes a
revised Exhibit 5.1 legal opinion which opines on the legality of the 2,515,625
common shares issuable upon the exercise of the warrants issued in March 2016.

Staff Comment No. 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.

The Company’s Response No. 3:

In response to Staff Comment No. 3, the Amendment includes a
revised Exhibit 5.1 legal opinion which states that the Shares and Preferred
Shares will be legally issued, fully paid and non-assessable.

Staff Comment No. 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 that 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.

The Company’s Response No. 4:

In response to Staff Comment No. 4, the Amendment includes an
Exhibit 5.2 legal opinion which opines that the Rights, Warrants, Subscription
Receipts, and Units will be binding obligations of the Company.

Staff Comment No. 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 agreement 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.

John Reynolds
May 2, 2016
Page 3

The Company’s Response No. 5:

In response to Staff Comment No. 5, the Amendment includes an
Exhibit 5.2 legal opinion which opines that the Debt Securities will be binding
obligations under the law of the jurisdiction governing the agreement or
instrument pursuant to which the Debt Securities are issued.

Staff Comment No. 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.

The Company’s Response No. 6:

In response to Staff Comment No. 6, the Amendment includes an
Exhibit 5.2 legal opinion which references the laws of the State of New York as
the jurisdiction governing the agreements being registered.

* * * * *

Thank you for your review of the filing. If you should have any
questions regarding the response letter, please do not hesitate to contact the
undersigned at (303) 389-4130 or Richard Raymer of Dorsey & Whitney LLP at
(416) 367-7388.

Sincerely,
Energy Fuels Inc.

/s/ David C. Frydenlund
David C.
Frydenlund
Senior Vice President, General Counsel and
Corporate
Secretary

    cc:
    Richard Raymer, Dorsey & Whitney LLP