We explore the phase structure of fermions in the U(N) Chern-Simons gauge theory in three dimensions using the large N limit where N is the number of colors and the fermions are taken to be in the fundamental representation of the U(N) gauge group. In the large N limit, the theory retains its classical conformal behavior and considerable attention has been paid to a possible AdS/CFT duality of the theory in the conformal phase. In this paper we present a solution for the massive phase of the fermion theory that is exact to the leading order of 't Hooft's large N expansion. We present evidence for the spontaneous breaking of the exact scale symmetry and analyze the properties of the dilation that appears as the Goldstone boson of scale symmetry breaking.