                                   EXHIBIT 5.1

                    Kirkpatrick & Lockhart Nicholson Graham LLP
                             Miami Center-20th Floor
                            201 S. Biscayne Boulevard
                            Miami, Florida 33131-2399
                                 (305) 539-3300

                                    June 9, 2005

EarthShell Corporation
3916 State Street, Suite 110
Santa Barbara, California 93110

Re:   EarthShell Corporation (the "Company")
      Registration Statement on Form S-1 (the "Registration Statement")

Ladies and Gentlemen:

      We  have  acted  as your  counsel  in  connection  with  the  Registration
Statement filed with the Securities and Exchange Commission under the Securities
Act of 1933 (the "1933 Act") for the  registration of 4,476,927 shares of Common
Stock,  par value $0.01 per share,  of the Company  (the  "Common  Stock").  The
Registration  Statement  includes for  registration  2,000,000  shares of common
stock to be issued under a Standby  Equity  Distribution  Agreement (the "Equity
Shares"),  1,016,310  shares of common  stock to be issued upon the  exercise of
outstanding  warrants (the "Warrant Shares"),  791,667 shares of common stock to
be issued upon the  conversion  of existing debt (the  "Conversion  Shares") and
668,950 shares of common stock previously  issued (the "Issued  Shares").  The
Equity Shares,  the Warrant Shares,  the Conversion Shares and the Issued Shares
shall be referred to collectively as the "Shares".

      You have  requested  our  opinion  as to the  matters  set forth  below in
connection  with the  Registration  Statement.  For purposes of  rendering  that
opinion, we have examined the Registration Statement,  the Company's Certificate
of  Incorporation,  as amended,  and  Bylaws,  and the  corporate  action of the
Company  that  provided  for the  issuance of the Shares,  and we have made such
other investigation as we have deemed  appropriate.  We have examined and relied
upon  certificates  of public  officials and, as to certain matters of fact that
are material to our opinion,  we have also relied on a certificate of an officer
of the Company. In rendering our opinion, we also have made the assumptions that
are customary in opinion letters of this kind. We have not verified any of those
assumptions.

      Our opinion set forth below is limited to the Delaware General Corporation
Law,  including  the  applicable  provisions  of the Delaware  Constitution  and
reported judicial decisions interpreting those laws.

      Based upon and subject to the foregoing, it is our opinion that the Equity
Shares,  the Warrant  Shares and the Conversion  Shares are duly  authorized for
issuance  by the  Company  and,  when  issued and paid for as  described  in the
Prospectus included in the Registration Statement, will be validly issued, fully
paid, and  nonassessable,  and that the Issued Shares  previously  issued by the
Company  were duly  authorized  for  issuance,  validly  issued,  fully paid and
nonassessable when issued.

      We hereby  consent  to the  filing of this  opinion  as an  exhibit to the
Registration  Statement  and  to the  reference  to  this  firm  in the  related
Prospectus  under the caption "Legal  Matters".  In giving our consent we do not
thereby  admit that we are in the category of persons  whose consent is required
under Section 7 of the 1933 Act or the rules and regulations thereunder.

Very truly yours,

/s/ Kirkpatrick & Lockhart Nicholson Graham LLP
-----------------------------------------------

Kirkpatrick & Lockhart Nicholson Graham LLP

                                  EXHIBIT 5.1-1

