ex4_6.htm


    
      

    

    Exhibit
      4.6

    


    FORM
      OF LEGAL
      OPINION

    


    


    [List
      of
      Purchasers]

    


    


    Ladies
      and Gentlemen:

    


    We
      have acted as counsel to uVuMobile,
      Inc., a Delaware  corporation (the “Company”), in
      connection with the execution and delivery by the Company of the Securities
      Purchase Agreement, dated as of December __, 2007 (the “Agreement”), by and
      among the Company and the purchasers identified on the signature pages thereto
      (the “Purchasers”).  This
      opinion is given to you pursuant to Section 2.2(a) of the
      Agreement.  Capitalized terms not otherwise defined herein are defined
      as set forth in the Agreement.

    


    We
      have participated in the preparation
      and negotiation of the Agreement and the Exhibits and Schedules thereto, and
      the
      other documents referred to therein.  We also have examined such
      certificates of public officials, corporate documents and records and other
      certificates, opinions, agreements and instruments and have made such other
      investigations as we have deemed necessary in connection with the opinions
      hereinafter set forth.  Specifically, we have reviewed originals or
      copies of the following documents:

    


    
      	
               

            	
              (a)

            	
              The
                Agreement;

            


    

    
      	
               

            	
              (b)

            	
              The
                Registration Rights Agreement;

            


    

    
      	
               

            	
              (c)

            	
              The
                Debentures;

            


    

    
      	
               

            	
              (d)

            	
              The
                Warrants;

            


    

    
      	
               

            	
              (e)

            	
              The
                Security Agreement; and

            


    

    
      	
               

            	
              (f)

            	
              The
                Subsidiary Guarantee.

            


    

    


    The
      documents listed above are referred
      to herein as the “Opinion Documents.”

    


    We
      have also reviewed a certificate of
      an officer of the Company delivered to us (the "Officer's
      Certificate"), the Certificate of Incorporation and Bylaws of the Company
      and originals or copies of such other records of the Company, certificates
      of
      public officers and of officers of the Company and agreements and other
      documents as we have been informed by the Company exist and deemed necessary
      as
      a basis for the opinions expressed below.

    


    In
      our review of the Opinion Documents
      and other documents, we have assumed:

    


    
      	
               

            	
              (A)

            	
              The
                genuineness of all signatures.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              (B)

            	
              The
                authenticity of the originals of the documents submitted to us and
                the
                legal capacity and mental competence of all natural
                persons.

            


    

    
      	
               

            	
              (C)

            	
              The
                conformity to authentic originals of any documents submitted to us
                as
                copies.

            


    

    
      	
               

            	
              (D)

            	
              As
                to matters of fact material to the opinions expressed herein, when
                relevant facts were not independently established by us, we have
                relied
                upon statements of the Company or its officers or upon the statements
                and
                certificates of public officials, and upon the truthfulness of the
                representations made in the Agreement and the other Opinion Documents
                and
                the Officer’s Certificate.

            


    

    
      	
               

            	
              (E)

            	
              That
                each of the Opinion Documents is the legal, valid and binding obligation
                of each party thereto, other than the Company, enforceable against
                each
                such party in accordance with its
                terms.

            


    

    
      	
               

            	
              (F)

            	
              That
                the Company and each of its Subsidiaries is duly qualified to transact
                business and is in good standing in each jurisdiction in which the
                failure
                to qualify could have a Material Adverse Effect on the
                Company.

            


    

    
      	
               

            	
              (G)

            	
              That
                the stock ledger of the Company is accurate and complete with respect
                to
                the number of shares of common stock of the Company outstanding and
                reserved for outstanding Common Stock
                Equivalents.

            


    

    


    We
      have
      not independently established the validity of the foregoing
      assumptions.

    


    Based
      on
      the foregoing and upon such investigation as we have deemed necessary and
      subject to the qualifications set forth below, we are of the opinion
      that:

    


    1.           The
      Company is a corporation duly organized, validly existing and in good standing
      under the laws of Delaware.  The foregoing statement is based solely
      upon a Certificate of Existence dated _____________________, provided by the
      Secretary of State of Delaware, with such certificate attached hereto as Exhibit A, and is
      limited to the meaning ascribed to such certificates by said State
      officials.

     

    2.           The
      Company has all requisite corporate power and authority required to own and
      operate its properties and assets and to carry on its business as now conducted
      and as proposed to be conducted.  Based solely upon the Officer's
      Certificate, the Company has all material governmental licenses, authorizations,
      consents and approvals, that are required to own and operate its properties
      and
      assets and to carry on its business as now conducted and as proposed to be
      conducted.  The Company is duly qualified to transact business and is
      in good standing in each jurisdiction in which the failure to qualify could
      have
      a Material Adverse Effect on the Company.

     

    3.           OVT,
      Inc. is a corporation, duly organized and in good standing under the laws of
      Georgia.  The foregoing statement is based solely upon a Certificate
      of Existence dated _____________________, provided by the Secretary of State
      of
      Georgia, with such certificate attached hereto as Exhibit B, and is
      limited to the meaning ascribed to such certificates by said State
      officials.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    4.           The
      Company has all requisite corporate power and authority (i) to execute, deliver
      and perform the Opinion Documents, (ii) to issue, sell and deliver the
      Debentures, the Warrants and the Underlying Shares pursuant to the Opinion
      Documents (subject to the authorization of sufficient Underlying Shares to
      allow
      for the exercise of the Warrants, as described in Section 4.11(b) of the
      Agreement), and (iii) to carry out and perform its obligations under, and to
      consummate the transactions contemplated by, the Opinion Documents.

     

    5.           All
      action on the part of the Company, its directors and its stockholders necessary
      for the authorization, execution and delivery by the Company of the Opinion
      Documents, the authorization, issuance, sale and delivery of the Debentures
      and
      the Warrants pursuant to the Agreement, the issuance and delivery the Underlying
      Shares and the consummation by the Company of the transactions contemplated
      by
      the Opinion Documents has been duly taken, except for the actions required
      by
      Section 4.11(b) of the Agreement with respect to authorization of additional
      shares of common stock.  The Opinion Documents have been duly and
      validly executed and delivered by the Company and constitute the legal, valid
      and binding obligation of the Company, enforceable against the Company in
      accordance with their terms, except that (a) such enforceability may be limited
      by bankruptcy, insolvency or other similar laws affecting the enforcement of
      creditors’ rights in general and (b) the remedies of specific performance and
      injunctive and other forms of injunctive relief may be subject to equitable
      defenses.

     

    6.           Based
      upon the Officer's Certificate, after giving effect to the transactions
      contemplated by the Agreement, and immediately after the Closing, the authorized
      capital stock of the Company will consist of:  (a) an aggregate of
      150,000,000 shares of common stock, of which 67,645,299 shares will be issued
      and outstanding, 15,000,000 shares will be reserved for issuance under the
      Company’s approved incentive stock option plans, 11,013837 will be issuable upon
      exercise of outstanding warrants (other than the Warrants), and __________
      of
      which will be reserved for issuance upon conversion and exercise of the
      Debentures and Warrants; and (b) 50,000,000 shares of preferred stock, of which
      3,683,333 will be issued and outstanding.  All presently issued and
      outstanding shares of Common Stock and preferred stock have been duly authorized
      and validly issued and are fully paid and nonassessable and free of any
      preemptive or similar rights.  The Debentures and Warrants which are
      being issued on the date hereof pursuant to the Agreement have been duly
      authorized and validly issued and are fully paid and nonassessable and free
      of
      preemptive or similar rights, and, based in part upon the representations of
      the
      Purchasers contained in the Agreement, have been issued in compliance with
      applicable securities laws, rules and regulations.  Except for
      ___________ Underlying Shares to be authorized by the Company in accordance
      with
      Section 4.11(b) of the Agreement, the Underlying Shares have been duly and
      validly authorized and reserved for issuance, and when issued upon the
      conversion of the Debenture or the exercise of the Warrants in accordance with
      the respective terms therein, will be validly issued, fully paid and
      nonassessable, and free of any preemptive or similar rights.  To our
      knowledge, except for rights described in Schedule 3.1(g) of the Agreement,
      there are no other options, warrants, conversion privileges or other rights
      presently outstanding to purchase or otherwise acquire from the Company any
      capital stock or other securities of the Company, or any other agreements to
      issue any such securities or rights.  The rights, privileges and
      preferences of the Common Stock are as stated in the Company’s Certificate of
      Incorporation.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    7.           To
      our knowledge, the Company has filed all reports (the “SEC Reports”)
      required to be filed by it under Sections 13(a) and 15(d) of the Exchange Act
      of
      1934, as amended (the “Exchange
      Act”).  To our knowledge, as of their respective filing dates,
      the SEC Reports filed in the last 12 months complied in all material respects
      as
      to form with the requirements of the Exchange Act and the rules and regulations
      of the Commission promulgated thereunder.

     

    8.           The
      execution, delivery and performance by the Company of, and the compliance by
      the
      Company with the terms of, the Opinion Documents and the issuance, sale and
      delivery of the Debentures, the Warrants and the Underlying Shares pursuant
      to
      the Agreement do not (a) conflict with or result in a violation of any provision
      of law, rule or regulation applicable to the Company or its Subsidiaries or
      of
      the certificate of incorporation or by-laws or other similar organizational
      documents of the Company or its Subsidiaries, (b) to our knowledge, conflict
      with, result in a breach of or constitute a default (or an event which with
      notice or lapse of time or both would become a default) under, or result in
      or
      permit the termination or modification of, any agreement, instrument, order,
      writ, judgment or decree known to us to which the Company or its Subsidiaries
      is
      a party or is subject or (c) to our knowledge, result in the creation or
      imposition of any lien, claim or encumbrance on any of the assets or properties
      of the Company or its Subsidiaries, other than those created by the Opinion
      Documents.

     

    9.           Based
      in part upon the representations of the Purchasers contained in the Agreement,
      the Debentures, the Warrants and the Underlying Shares may be issued to the
      Purchasers without registration under the Securities Act of 1933, as
      amended.

     

    10.         To
      our knowledge, based in part on the Officer’s Certificate, except as set forth
      in the Disclosure Schedule to the Agreement, there is no claim, action, suit,
      proceeding, arbitration, investigation or inquiry, pending or threatened, before
      any court or governmental or administrative body or agency, or any private
      arbitration tribunal, against the Company or its Subsidiaries, or any of the
      officers, directors or employees (in connection with the discharge of their
      duties as officers, directors and employees) of the Company or its Subsidiaries,
      or affecting any of its properties or assets.

     

    11.         In
      connection with the valid execution, delivery and performance by the Company
      of
      the Opinion Documents, or the offer, sale, issuance or delivery of the
      Debentures, the Warrants and the Underlying Shares or the consummation of the
      transactions contemplated thereby, no consent, license, permit, waiver, approval
      or authorization of, or designation, declaration, registration or filing with,
      any court, governmental or regulatory authority, or self-regulatory
      organization, is required.

     

    12.         The
      Company is not, and shall not be, after the consummation of the transactions
      contemplated by the Opinion Documents, an Investment Company within the meaning
      of the Investment Company Act of 1940, as amended.

     

    13.         The
      Security Agreement is effective to grant the Purchasers a security interest
      in
      the Collateral (as defined in the Security Agreement) in which a security
      interest may be created, and upon filing the UCC-1 in the office of the
      Secretary of States of Delaware and Georgia, such security interest shall be
      perfected as to those items of Collateral which can be perfected by the filing
      of such UCC-1.

     

    Our
      opinions expressed above are subject to the following
      qualifications:


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    (a)          Our
      opinions set forth herein are subject to (i) the effect of any applicable
      bankruptcy, insolvency, reorganization, reorganization, moratorium or similar
      laws affecting creditors’ rights generally (including without limitation all
      laws relating to fraudulent transfers), (ii) possible judicial action giving
      effect to governmental actions or foreign laws affecting creditors rights,
      and
      (iii) the effect of general principles of equity, including without limitation
      concepts of materiality, reasonableness, good faith and fair dealing (regardless
      of whether considered in a proceeding in equity or at law).

     

    (b)          Our
      opinion in paragraph 4 is subject to the qualification that certain of the
      provisions of the Security Agreement may be further limited or rendered
      unenforceable by applicable law, but in our opinion such law does not make
      the
      remedies afforded by the Security Agreement inadequate for the practical
      realization of the principal benefits purported to be provided
      thereby.

     

    (c)          We
      express no opinion with respect to the enforceability of indemnification
      provisions, or of release or exculpation provisions, contained in the Opinion
      Documents to the extent that enforcement thereof is contrary to public policy
      regarding indemnification against or release or exculpation of criminal
      violations, intentional harm, or violations of securities laws.

    


    (d)           We
      express no opinion as to any provision of any Opinion Document requiring written
      amendments or waivers of any such document insofar as it suggests that oral
      or
      other modifications, amendments or waivers could not effectively be agreed
      upon
      by the parties or that the doctrine of promissory estoppel might not
      apply.

    


    (e)           We
      express no opinion with regard to the following:  (i) state or federal
      antitrust laws, (ii) state securities laws, (iii) tax laws or the effect thereof
      on any party to any Opinion Document, (iv) environmental laws, (v) zoning laws,
      (vi) labor or employment laws or (vii) other documents, instruments or other
      agreements or other transactions between or among any of the parties to the
      Opinion Documents.

    


    (f)           We
      have assumed that all information relating to the Purchasers, as secured
      parties, as set forth in the Debentures or Security Agreement is accurate and
      complete, that “value” has been given within the meaning of Section 9-203(b) of
      the Georgia Uniform Commercial Code (“UCC”), and that the Company has rights in
      that portion of the Collateral described in the Security Agreement, to the
      extent collateral is subject to Article 9 of the UCC, and that the Company
      has
      rights in the Collateral sufficient in each case for the security interest
      of
      the Purchasers to attach and that the Company and the Purchasers have not
      otherwise agreed to postpone the time of attachment.

     

    (g)           We
      have made no investigation as to the Company’s rights in or title to any of the
      collateral, and express no opinion as to such title or as to the priority of
      the
      lien, security interests or security title created by the Security Agreement
      or
      the existence or nonexistence of liens, security interests, charges or
      encumbrances on or against the Company or Collateral, whether or not of
      record.  We have not independently verified the existence,
      description, condition, location or ownership of any of the Collateral and
      have
      assumed that the description of the Collateral reasonably identifies the
      personal property intended to be described.


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    (h)           We
      do not express any opinion as to (1) matters excluded from Article 9 of the
      UCC
      by virtue of Section 9-109; (2) any security interest that is terminated or
      released; (3) the effect of fraudulent conveyance or transfer laws; (4) any
      security interest in fixtures, as-extracted collateral, aircraft, motor vehicles
      or other goods covered by certificates of title, tort claims, consumer goods,
      securities entitlements, a securities account, a commodity account or property
      that is not assignable as a matter of contract or under applicable laws or
      regulations; (5) the enforceability of a security interest against
      subsequent purchasers or transferees under the circumstances described in
      Sections 9-317, 9-320 and 9-321 of the UCC or the effects of Sections 9-330,
      9-331, 9-332 and 9-516(b) of the UCC; (6) provisions of the Opinion
      Documents which purport to appoint the Purchasers or Secured Parties as the
      attorney-in-fact or proxy for the Company or provide for the appointment of
      a
      receiver for Company; and (7) perfection of any security interest in
      collateral for which the State of Georgia is not the proper place to file a
      financing statement.

     

    (i)           We
      express no opinion as to the enforceability of provisions of the Opinion
      Documents (A) which purport to or permit the Purchasers to give notice of
      the time and place of any sale or other intended disposition for a period or
      in
      a manner which may be deemed to be unreasonable or (B) to the extent that
      such provisions purport to constitute an agreement prior to default that the
      sale of Collateral thereunder shall be deemed to have been made in a
      commercially reasonable manner or (C) which purport to waive or vary any of
      the rules enumerated in Sections 9-602 or 9-603(b) of the UCC to the extent
      prohibited thereby or (D) which purport to operate as a waiver of the
      obligations of good faith, fair dealing, diligence and reasonableness or (E)
      would result in a breach of the peace or be contrary to applicable laws in
      connection with the exercise of self-help remedies.

     

    The
      Opinions expressed herein are limited to the laws of the State of Georgia and
      applicable federal laws of the United States, in force and effect on the date
      hereof.  We express no opinion with regard to any matter which may be
      governed by the laws of any other jurisdiction.  References herein to
      the UCC or any other law mean such laws as enacted by the State of Georgia,
      unless otherwise indicated.  We call your attention to the fact that
      some of the Opinion Documents state that they are governed by law other than
      that of the State of Georgia, and that we are not rendering any opinion with
      respect to law other than Georgia law.  Therefore, we have not
      examined the question of what law would govern the interpretation, construction
      or enforcement of the Opinion Documents and our opinion is based on the
      assumption that the internal laws of the State of Georgia, without regard to
      its
      choice-of-law principles, and federal law, as applicable, would govern the
      provisions of the Opinion Documents and the transaction contemplated
      thereby.  Accordingly, we express no opinion as to the enforceability
      of the choice of law provisions in the Opinion Documents.

    


    This
      opinion is addressed to you and is
      solely for your benefit and only in connection with the transactions
      contemplated by the Agreement.  This opinion is (a) limited to matters
      stated herein and no opinion is implied or may be inferred beyond the matters
      expressly stated herein, (b) given as of the date hereof and with the express
      understanding that we have no obligation to advise you or any of your successors
      or assigns of any changes in law or fact subsequent to the date hereof, even
      though such changes may affect the opinions expressed herein, and (c) rendered
      to you solely in connection with the subject transaction and may not be relied
      upon by you or by any other person for any other purpose or sued, quoted,
      circulated or otherwise referred to for any other purposes.

     

    


    
      
        	 	Very
                truly yours,


      

    

     

    
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