Exhibit 5.1


               [Letterhead of Silverman, Collura & Chernis, P.C.]

                                                March 20, 1997


Hengfai China Industries, Inc.
650 West Georgia Street
Vancouver, British Columbia
Canada V6B 4N8

                  Re:  Registration Statement on Form S-8

Gentlemen:

     We have acted as counsel to Hengfai China Industries,  Inc. ("Company"),  a
Delaware corporation, pursuant to a Registration Statement on Form S-8, as filed
with the Securities and Exchange Commission on March 20, 1997 (the "Registration
Statement"),  covering an aggregate of 350,000  shares of the  Company's  Common
Stock,  $.01 par value (the "Common Stock")  representing  (i) 300,000 shares of
Common Stock issuable pursuant to a consulting agreement between the Company and
Thomas E. Waite;  and (ii) 50,000 shares of Common Stock issuable  pursuant to a
consulting agreement between the Company and Tom Kosta.

     In acting as counsel  for the  Company  and  arriving  at the  opinions  as
expressed below, we have examined and relied upon originals or copies, certified
or otherwise  identified  to our  satisfaction,  of such records of the Company,
agreements and other instruments,  certificates of officers and  representatives
of the Company,  certificates of public officials and other documents as we have
deemed necessary or appropriate as a basis for the opinions expressed herein.

     In connection  with our  examination we have assumed the genuineness of all
signatures,  the authenticity of all documents tendered to us as originals,  the
legal capacity of natural  persons and the  conformity to original  documents of
all documents submitted to us as certified or photostated copies.

     Based on the foregoing,  and subject to the  qualifications and limitations
set forth herein, it is our opinion that:

          1. The Company has  authority  to issue the Common Stock in the manner
     and under the terms set forth in the Registration Statement.






          2.  The  Common  Stock  has been  duly  authorized  and  when  issued,
     delivered and paid for by recipients  in accordance  with their  respective
     terms, will be validly issued, fully paid and non-assessable.

     We  express  no  opinion  with  respect to the laws other than those of the
State of New York and  Federal  Laws of the  United  States of  America,  and we
assume no  responsibility  as to the  applicability or the effect of the laws of
any other jurisdiction.

     We hereby  consent  to the filing of this  opinion  as  Exhibit  5.1 to the
Registration Statement and its use as part of the Registration Statement.

     We are  furnishing  this  opinion to the Company  solely for its benefit in
connection with the Registration  Statement.  It is not to be used,  circulated,
quoted or otherwise  referred to for any other purpose.  Other than the Company,
no one is entitled to rely on this opinion.



                                          Very truly yours,

                                          SILVERMAN, COLLURA & CHERNIS, P.C.

                                          /s/ Silverman, Collura & Chernis, P.C.
                                          --------------------------------------




HENGFAI\REGSTATE\OPINION.RW