  We present the identification and characterization of the optical counterpart
to 2XMM J011942.7+032421, one of the most luminous and distant ultra-luminous
X-ray sources (ULXs). The counterpart is located near a star forming region in
a spiral arm of the galaxy NGC 470 with u, g, and r magnitudes of 21.53, 21.69,
and 21.71 mags, respectively. The luminosity of the counterpart is much larger
than that of a single O-type star, indicating that it may be a stellar cluster.
Our optical spectroscopic observations confirm the association of the X-ray
source and the optical counterpart with its host galaxy NGC 470, which
validates the high, > 10^41 erg/s, X-ray luminosity of the source. Its optical
spectrum is embedded with numerous emission lines, including H recombination
lines, metallic forbidden lines and more notably the high-ionization HeII
(lambda 4686 A) line. This line shows a large velocity dispersion of $\simeq$
410 \kms, consistent with the existence of a compact (< 5 AU) highly-ionized
accretion disc rotating around the central X-ray source. The 1.4 x 10^37 erg/s
luminosity of the HeII line emission makes the source one of the most luminous
ULXs in the emission of that line. This, together with the high X-ray
luminosity and the large velocity dispersion of the HeII emission, suggests
that the source is an ideal candidate for more extensive follow-up observations
for understanding the nature of hyper-luminous X-ray sources, a more luminous
subgroup of ULXs and more likely candidates for intermediate-mass black holes.
