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EXHIBIT 5.1
OPINION AND CONSENT OF
HARNEY WESTWOOD & RIEGELS
19 December 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 December 19, 2000 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of 148,031 shares of your Class A Ordinary
Shares (the "Shares") reserved for issuance under the CSS Acquisition
Corporation 2000 Special Stock Incentive Plan and the CSS Acquisition
Corporation 2000 Stock 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
non-assessable.
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
HARNEY WESTWOOD & RIEGELS
