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EXHIBIT 5.1
[Letterhead of Harney Westwood & Riegels]
July 28, 2000
OpenTV Corp.
401 East Middlefield Road
Mountain View, CA 94043
USA
Dear Sirs
Registration Statement on Form S-8
We have examined the Registration Statement on Form S-8 to be filed by you
with the Securities and Exchange Commission on or about 1 August 2000 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of 3,938,656 shares of your Class A Ordinary
Shares (the "Shares") reserved for issuance under the Spyglass, Inc. 1995 Stock
Incentive Plan, Spyglass, Inc. 1995 Director Stock Option Plan, AllPen Software
1997 Stock Option Plan, Navitel Communications 1997 Stock Option Plan, and
OpenTV Corp. 1999 Share Option/Share Issuance Plan (each a "Plan"). As your
legal counsel, we have examined the proceedings taken and are familiar with the
proceedings proposed to be taken by you in connection with the sale and issuance
of the Shares under the Plans.
It is our opinion that the Shares, as or when issued and sold in the manner
described in the Registration Statement and sold in the manner referred to in
the respective Plan and pursuant to the agreement which accompanies the
respective Plan, are or will be legally and validly issued, fully paid and
nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement, including any Prospectus constituting a part thereof,
and any amendments thereto.
Yours faithfully
/s/ HARNEY WESTWOOD & RIEGELS
