Graubard Miller




                                 GRAUBARD MILLER
                              THE CHRYSLER BUILDING
                              405 LEXINGTON AVENUE
                            NEW YORK, NEW YORK 10174
                             TELEPHONE: 212-818-8800
                             FACSIMILE: 212-818-8881



                                                       March 10, 2005

Terra Nova Acquisition Corporation
2 Bloor Street West
Suite 3400
Toronto, Ontario, Canada M4W 3E2

Dear Sirs:

     Reference is made to the Registration Statement on Form S-1 ("Registration
Statement") filed by Terra Nova Acquisition Corporation ("Company"), a Delaware
corporation, under the Securities Act of 1933, as amended ("Act"), covering (i)
4,800,000 Units, with each Unit consisting of one share of the Company's common
stock, par value $.0001 per share (the "Common Stock"), and warrants to purchase
two shares of the Company's Common Stock (the "Warrants") to the underwriters
for whom EarlyBirdCapital, Inc. is acting as representative (collectively, the
"Underwriters"), (ii) up to 720,000 Units (the "Over-Allotment Units") which the
Underwriters will have a right to purchase from the Company to cover
over-allotments, if any, (iii) up to 325,000 Units (the "Purchase Option Units")
which EarlyBirdCapital, Inc. will have the right to purchase ("Purchase Option")
for its own account or that of its designees, (iv) all shares of Common Stock
and all Warrants issued as part of the Units, Over-Allotment Units and the
Purchase Option Units and (v) all shares of Common Stock issuable upon exercise
of the Warrants included in the Units, Over-Allotment Units and Purchase Option
Units.

     We have examined such documents and considered such legal matters as we
have deemed necessary and relevant as the basis for the opinion set forth below.
With respect to such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as reproduced
or certified copies, and the authenticity of the originals of those latter
documents. As to questions of fact material to this opinion, we have, to the
extent deemed appropriate, relied upon certain representations of certain
officers and employees of the Company.

     Based upon the foregoing, we are of the opinion that:

     1. The Units, the Over-Allotment Units, the Purchase Option Units, the
Warrants and the Common Stock to be sold to the Underwriters, when issued and
sold in accordance with and in the manner described in the plan of distribution
set forth in the Registration Statement, will be duly authorized, validly
issued, fully paid and non assessable.

     2. Each of the Purchase Option and Warrants constitutes legal, valid and
binding obligations of the Company, enforceable against it in accordance with
its terms, except (i) as limited by applicable bankruptcy, insolvency,
reorganization, moratorium, and other laws of general application affecting
enforcement of creditors' rights generally, (ii) as limited by laws relating to
the availability of specific performance, injunctive relief, or other equitable
remedies, and (iii) to the extent indemnification provisions contained such
documents, if any, may be limited by applicable federal or state law and
consideration of public policy.




     We are opining solely on all applicable statutory provisions of Delaware
corporate law, including the rules and regulations underlying those provisions,
all applicable provisions of the Delaware Constitution and all applicable
judicial and regulatory determinations. We hereby consent to the use of this
opinion as an exhibit to the Registration Statement, to the use of our name as
your counsel and to all references made to us in the Registration Statement and
in the Prospectus forming a part thereof. In giving this consent, we do not
hereby admit that we are in the category of persons whose consent is required
under Section 7 of the Act, or the rules and regulations promulgated thereunder.



                                                     Very truly yours,


                                                     /s/ Graubard Miller