Pre-Effective Amendment to Registration Statement for Securities Offered Pursuant to a Transaction — Form S-3 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: S-3/A Pre-Effective Amendment to Registration Statement HTML 368K
for Securities Offered Pursuant to a
Transaction
2: EX-5.1 Opinion re: Legality HTML 21K
3: EX-10.2 Material Contract HTML 9K
4: EX-23.1 Consent of Experts or Counsel HTML 8K
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
consent to the incorporation by reference in the prospectus constituting a
part
of this Amendment No. 5 to the Registration Statement (Form S-3), Registration
No. 333-137100,
of
SpatiaLight, Inc. of our reports dated March 6, 2006 relating to the
consolidated financial statements of SpatiaLight, Inc. (which report expresses
an unqualified opinion and includes a matter of emphasis paragraph relating
to
SpatiaLight, Inc.’s ability to continue as a going concern), SpatiaLight, Inc.
management’s assessment of the effectiveness of internal control over financial
reporting, and the effectiveness of internal control over financial reporting
(which report expresses an adverse opinion on the effectiveness of the Company’s
internal control over financial reporting because of material weaknesses) of
SpatiaLight, Inc., included in its Annual Report on Form 10-K/A Amendment No.
1
for the year ended December 31, 2005. We also consent to the reference to us
under the caption "Experts" in the prospectus.
