Exhibit 5.1


                               Frederick F. Hoelke
                                 Attorney-at-Law
                           24165 IH-10 West, Suite 410
                            San Antonio, Texas 78257

Telephone: 210/444-0999                                        Fax: 210/444-0996

                                 August 31, 2004

United States Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549

         RE:      Post-Effective Amendment No. 1 to
                  Registration Statement on Form S-8
                  Under the Securities Act of 1933

Gentlemen:

         I have acted as counsel for Urban  Television  Network  Corporation,  a
Nevada  corporation  (the  "Company"),  in connection  with the amendment of the
Urban Television Network  Corporation 2003 Non-Qualified  Stock Grant and Option
Plan (the  "Plan")  to provide  for  4,800,000  additional  shares of the common
stock,  $.0001 par value (the "Common  Stock"),  which may be issued pursuant to
the  terms,   provisions  and  conditions   thereof,   and  in  connection  with
Post-Effective  Amendment No. 1 to Registration Statement No. 333-106308 on Form
S-8 filed with the Securities and Exchange  Commission  under the Securities Act
of 1933, as amended, for the registration of the 4,800,000 additional shares.

         In such capacity,  I have examined  originals,  or copies  certified or
otherwise identified to my satisfaction, of the following documents:

         1.       Charter documents of the Company on file with the Secretary of
                  State of Nevada;

         2.       Bylaws of the Company, as amended to date;

         3.       The Plan;

         4.       The  records  of   corporate   proceedings   relating  to  the
                  authorization and amendment of the Plan; and

         5.       Such  other   instruments  and  documents  as  I  have  deemed
                  necessary for the purpose of rendering the following opinion.

         In such  examination,  I have assumed the authenticity and completeness
of all documents,  certificates  and records  submitted to me as originals,  the
conformity  to the  original  instruments  of all  documents,  certificates  and
records submitted to me as copies,  and the authenticity and completeness of the
originals of such  instruments.  As to certain  matters of fact relating to this
opinion,  I have relied on the  accuracy and  truthfulness  of  certificates  of
officers of the Company and on certificates of public  officials,  and have made
such investigations of law as I have deemed necessary and relevant.



         Based  on  the  foregoing,   and  having  due  regard  for  such  legal
considerations as I believe relevant,  I am of the opinion that the Common Stock
has been  duly and  validly  authorized  by the  Company  and,  when  issued  in
accordance  with the  Plan,  will be duly and  validly  issued,  fully  paid and
non-assessable.

         I hereby  consent to the filing of this opinion with the  Commission as
Exhibit 5.1 to the  Registration  Statement  pursuant to which the Common  Stock
will be  registered  with the  Commission.  My  consent  shall  not be deemed an
admission  that I am an expert whose consent is required  under Section 7 of the
Securities Act of 1933.



                                                         Very truly yours,

                                                         /s/ Frederick F. Hoelke

                                                         Frederick F. Hoelke