Item 8.01 Other Events

As previously announced on a Current Report filed on Form 8-K dated December 21, 2012, U.S. Geothermal Inc. (the "Company") entered into agreements with a limited number investors (each, an "Investor" and collectively, the "Investors"), pursuant to which the Investors have agreed to acquire, in total, approximately 11,810,816 units (each, a "Unit" and collectively, the "Units") of the Company at a price of $0.37 per Unit (the "Offering"). Each Unit consists of one share of common stock of the Company (each, a "Unit Share" and collectively, the "Unit Shares") and one-half of one common stock purchase warrant (each whole warrant, a "Warrant" and collectively, the "Warrants"). Each Warrant will entitle the holder thereof to acquire one additional share of common stock of the Company for a period of 60 months following the closing of the Offering for $0.50 per share of common stock of the Company.

The Unit Shares, Warrants and Warrant Shares were registered for offer and sale on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"), by the Company's Registration Statement on Form S-3, as amended (Registration No. 333-170202), which was declared effective by the Securities and Exchange Commission (the "SEC") on December 1, 2010 (the "Shelf Registration Statement"). In connection with this Offering, the Company has filed with the SEC a prospectus supplement dated December 21, 2012 pursuant to Rule 424(b) under the Securities Act.

The Opinion of Dorsey & Whitney LLP and Consent of Dorsey & Whitney LLP are filed herewith as Exhibits 5.1 and 23.1, respectively. This Current Report on Form 8-K is being filed for the purposes of incorporating Exhibits 5.1 and 23.1 by reference as exhibits to the Shelf Registration Statement.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Description
Number
5.1 Opinion of Dorsey & Whitney LLP *
23.1 Consent of Dorsey & Whitney LLP (contained in its opinion filed as Exhibit 5.1) *

* Exhibits are hereby incorporated by reference as exhibits to the Shelf Registration Statement.

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