EXHIBIT 5.1 LEGAL OPINION OF MARTIN & PRITCHETT, P.A.
Martin & Pritchett, P.A.
17115 Kenton Drive, Suite 202A, Cornelius, North Carolina 28031
TELEPHONE (704) 584-0268; FACSIMILE (704) 895-1528
May 1, 2007
Board of Directors
China YouTV Corp.
Unit 2300
1066 West Hasting Street
Vancouver, British Columbia
Canada V6E 3X2
Re: Form S-8 Registration Statement; Opinion of Counsel
Dear Members of the Board:
You have requested our opinion with respect to certain matters in connection with China YouTV Corp.’s (the “Company”) filing of a registration statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission covering the offering of an aggregate of 5,000,000 shares of the Company's common stock, $.001 par value (the “Shares”), pursuant to the 2007 Non-Qualified Stock Compensation Plan (the “Stock Plan”).
In connection with this opinion, we have examined the Registration Statement and such other documents, records, certificates, memoranda and other instruments as we deemed necessary for the basis of this opinion. We have assumed the genuineness and authenticity of all documents submitted to us as originals and the conformity to originals of all documents submitted to us as copies and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Stock Plan and the Registration Statement and related prospectus, will be validly issued, fully paid and non-assessable.
Very truly yours,
| Martin & Pritchett, P.A. | ||
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| Date: May 1, 2007 | By: | /s/ Harold H. Martin |
Harold H. Martin | ||
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