Hispanic Television Network Inc – ‘S-8’ on 8/23/01 – EX-5.1

On:  Thursday, 8/23/01   ·   Effective:  8/23/01   ·   Accession #:  1038494-1-500019   ·   File #:  333-68210

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Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Form S-8 - August, 2001                                3     21K 
 2: EX-4.2      Directors' Consent                                     2     12K 
 3: EX-5.1      Opinion of Counsel                                     2±     8K 
 4: EX-23.1     Accountants' Consent                                   1      6K 

EX-5.1   —   Opinion of Counsel

 August 22, 2001

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

RE:      Registration Statement on Form S-8                   
Under the Securities Act of 1933            

Gentlemen:                                                                      

   I have acted as counsel for Hispanic Television Networks, Inc., a
Delaware corporation (the "Company"), in connection with the registration with  
the United States Securities and Exchange Commission (the "Commission") of      
10,000,000 additional shares of the common stock, par value $.01 per share (the 
"Common Stock"), which may be issued pursuant to the terms, provisions and      
conditions of the Hispanic Television Networks, Inc. 2001 Consultant            
Compensation Plan (the "Plan").                                                 

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

     1.       Certificate of Incorporation of the Company, as amended to
date;                                       

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

3.       The Plan and an amendment thereof;                   

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

      5.       Such other  instruments  and  documents as I have  believed
                  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 believed 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.                                         

         Very truly yours,

               /S/ Randall W. Heinrich

Dates Referenced Herein

This ‘S-8’ Filing		Date		Other Filings
Filed on / Effective on:		8/23/01		None on these Dates
		8/22/01
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