BEAUMONT CHURCH LLP
BARRISTERS AND SOLICITORS
H.M. Beaumont, Q.C.* S.A. Church* J.M.B. Clark* J.S. Cumming* D.A. Thurmeier* M.J. Swanson, Q.C. D.K.B. McLean* T. L. Hanson D. A. De Paoli S.R. Bates B.J. McHale * Denotes Professional Corporation | Suite 300, 2912 Memorial Drive S.E. Calgary, Alberta T2A 6R1 Telephone: (403) 264-0000 Fax: (403) 264-0478 emailto:mail@beaumontchurch.com | With a branch office in Claresholm, AB (403) 625-2113 In association with NORMAN L. TAINSH, Q.C.*, Three Hills, AB an Independent Law Practice |
Our File: 62750 DKM
February 13, 2006
USA Video Interactive Corp.
83 Halls Road
Old Lyme, Connecticut
06371
Dear Sirs:
We are general counsel to USA Video Interactive Corp. (the "Company"), a corporation continued under the laws of the State of Wyoming. In such capacity, we have reviewed the Registration Statement of the Company on Form S-8 (the "Registration Statement") covering an aggregate of 13,900,000 common shares (each, a "Share") in the capital of the Company issuable under stock options to be granted pursuant to the Company's 2005 Stock Option Plan (the "2005 Plan").
We have examined originals or copies, certified or otherwise identified to our satisfaction of the resolutions of the directors of the Company with respect to the matters herein. We have also examined such statutes and public and corporate records of the Company, and have considered such questions of law as we have deemed relevant and necessary as a basis for the opinion expressed herein. We have, for the purposes of this opinion, assumed the genuineness of all signatures examined by us, the authenticity of all documents and records submitted to us as originals and the conformity to all original documents of all documents submitted to us as certified, photostatic or facsimile copies.
Based upon and subject to the foregoing, and subject also to the qualifications hereinafter expressed, we are of the opinion that each Share to be issued by the Company and sold pursuant to the Registration Statement will be, when issued pursuant to the terms of the 2005 Plan, validly issued, fully paid and non-assessable.
BEAUMONT CHURCH LLP
BARRISTERS AND SOLICITORS
Suite 300, 2912 Memorial Drive S.E.
Calgary, Alberta
T2A 6R1
February 13, 2006
56902 DKM
USA Video Interactive Corp.
February 15, 2006
Page 2
This opinion letter is limited to the current federal laws of the United States and, to the limited extent set forth above, the Wyoming Statutes, as such laws presently exist and to the facts as they presently exist. We express no opinion with respect to the effect or applicability of the laws of any other jurisdiction. We assume no obligation to revise or supplement this opinion letter should the laws of such jurisdiction be changed after the date hereof by legislative action, judicial decision or otherwise.
This opinion is being furnished solely in connection with the filing of the Registration Statement with the Securities and Exchange Commission, and we hereby consent to the use of this opinion as an exhibit to the Registration Statement. This consent is not to be construed as an admission that we are a person whose consent is required to be filed with the Registration Statement under the provisions of theSecurities Act of 1933. This opinion may not be relied upon, used by or distributed to any person or entity for any other purpose without our prior written consent.
Yours truly,
BEAUMONT CHURCH LLP
/s/ Douglas K. B. McLean
DKM/ib
