**Exhibit 31.2****CERTIFICATION**     I, Shum Mukherjee, certify that:     1. I have reviewed this quarterly report on Form 10-Q of OpenTV Corp. for the periodended June 30, 2007;     2. Based on my knowledge, this quarterly report does not contain any untrue statement ofa material fact or omit to state a material fact necessary to make the statements made, in light ofthe circumstances under which such statements were made, not misleading with respect to the periodcovered by this quarterly report;     3. Based on my knowledge, the financial statements, and other financial informationincluded in this quarterly report, fairly present in all material respects the financial condition,results of operations and cash flows of the registrant as of, and for, the periods presented inthis quarterly report;     4. The registrant’s other certifying officer and I are responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules13a-15(f) and 15d-15(f)) for the registrant and have:     (a) Designed such disclosure controls and procedures, or caused such disclosure controlsand procedures to be designed under our supervision, to ensure that material information relatingto the registrant, including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this quarterly report is being prepared;     (b) Designed such internal control over financial reporting, or caused such internalcontrol over financial reporting to be designed under our supervision, to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally accepted accounting principles;     (c) Evaluated the effectiveness of the registrant’s disclosure controls and proceduresand presented in this quarterly report our conclusions about the effectiveness of the disclosurecontrols and procedures, as of the end of the period covered by this quarterly report based on suchevaluation; and     (d) Disclosed in this quarterly report any change in the registrant’s internal controlover financial reporting that occurred during the registrant’s most recent fiscal quarter that hasmaterially affected, or is reasonably likely to materially affect, the registrant’s internalcontrol over financial reporting; and     5. The registrant’s other certifying officer and I have disclosed, based on our mostrecent evaluation of internal control over financial reporting, to the registrant’s auditors andthe audit committee of the registrant’s Board of Directors (or persons performing the equivalentfunctions):     (a) All significant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likely to adversely affect theregistrant’s ability to record, process, summarize and report financial information; and     (b) Any fraud, whether or not material, that involves management or other employees whohave a significant role in the registrant’s internal control over financial reporting.        Date: August 2, 2007 By:  /s/  Shum Mukherjee    Shum Mukherjee    Chief Financial Officer  
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