I am also curious if this game would stand without the background (I never felt comfortable to run a game in somebody else setting, much less in Tolkien's world).
Although the beautiful stills from the movie strongly place the game in Peter Jackson's version of Middle Earth, and the flavor text places the game in Tolkien's own Middle Earth (as described in
The Hobbit and
The Lord of the Rings), the game system only has a few ties to that world.
All the races, for instance, are the races of Middle Earth -- but then, so are the races of D&D. You may want to file off the serial numbers though, since "Noldo" screams "Tolkien!"
The orders (classes) are also drawn from Middle Earth, but, again, they fit any fantasy setting. There's no Cleric vs. Wizard distinction, as in D&D, but that fits most settings better anyway. Also, the orders are much more flexible than D&D's. A Warrior can pick skills like Observe, Stealth, Survival and Track; he doesn't need a separate Ranger class to do that (although there is a Ranger Elite Order).
As with the races and orders, the skills fit Middle Earth, but they fit any other fantasy setting too. (Oh, and the LotR RPG has its own useless skill,
a la Use Rope: Weather-Sense. Why not fold it into Survival and/or Sea-Craft?)
And, like the races, orders, and skills, the traits, edges (feats) and flaws, fit Middle Earth
and any "standard" fantasy setting. Whether or not they're tied to Middle Earth though, the traits don't seem playtested or well thought out. The LotR RPG has a fate point system -- they're called Courage Points -- and some flaws (e.g. Dullard) simply reduce the bonus you get (from +3 down to +2) for using a point of Courage
in a specific manner (e.g. on a test with any Lore skill). Others drastically reduce your effectiveness, like a typical disadvantage in most other games. Battle-Fury won't let you retreat or surrender, Craven won't let you stand and fight, Dull-Eyed imposes a -2 to all Observe (Spot) tests, etc.
Perhaps the most tied to Middle Earth, the magic system could still easily work for a generic fantasy setting. It would probably lend a strong flavor though, with spells like Evoke Awe and Smoke Weaving. Players might just avoid those spells though, and head straight for Fiery Missile.
All the sample magic items, of course, come straight from the trilogy, so that might hamper a generic game a bit -- not that players aren't used to magic swords and elven cloaks already.
As for equipment, D&D players might miss Splinted, Banded, Half-Plate, and Full-Plate, but I'm sure you could make up some numbers. (In fact, Chainmail with Plate add +5 lbs and +1 damage absorbed for +1 sp; you could probably just allow multiple levels of that.)
As for the rest of the mechanics, the CODA system is used in Decipher's Star Trek game, and I doubt that has a Tolkien-esque feel to it.