| With reference to the Registration Statement on Form S-8 which USURF America, Inc.
proposes to file with the Securities and Exchange Commission registering 8,000,000 common
shares which may be offered and sold by USURF America, Inc. under the Amended and
Restated 2002 Stock Ownership Plan (the "Shares"), we are of the opinion that all proper
corporate proceedings have been taken so that the Shares, upon sale and payment therefor in
accordance with the Plan, will be legally issued, fully paid, and non-assessable. |