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