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                                                                    Exhibit 8.2



                       [GUANGZHOU LAW OFFICE LETTERHEAD]



January 30, 1997


Zindart Limited
Flat C & D, 25/F Block 1
Tai Ping Industrial Centre
57 Ting Kok Road
Tai Po, New Territories
Hong Kong

Ladies and Gentlemen:

We have acted as counsel in the People's Republic of China (the "PRC") for
Zindart Limited, a limited liability company incorporated under the Companies
Ordinance of Hong Kong (the "Company"), in connection with the preparation and
filing with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act"), of the Company's
registration statement on Form F-1 (Registration Number 333-17973) (the
"Registration Statement") relating to the offering, as set forth in the
Registration Statement and the form of the prospectus contained therein (the
"Prospectus"), of the Company's American Depositary Shares (the "ADSs") each
representing One Ordinary Share, par value US $0.065 per share (the "Shares"),
issued pursuant to the Deposit Agreement to be entered into between the
Company, Bank of New York as Depositary, and the holders from time to time of
ADSs issued thereunder.

We have reviewed the originals or copies, certified or otherwise identified to
our satisfaction of such instruments and other documents, and we have made such
investigations of law, as we have deemed appropriate as a basis for the opinion
expressed below.

Based upon the foregoing, and subject to further qualifications set forth below,
We are of the opinion that the statements in the Prospectus under the caption
"Risk Factors -- Taxation," "Environmental Matters," "Business --
Environmental Matters," and "Taxation -- PRC Taxation" are accurate, complete
and fair.

The foregoing opinion is subject to applicable bankruptcy, insolvency and
similar laws affecting creditors' rights generally and to general principles of
equity (Whether considered in a proceeding in equity or at law).

This opinion is confined to and given on the basis of the laws of the PRC, and
we express no opinion in respect of those matters governed by or construed in
accordance with the laws of any jurisdiction other than the PRC.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name and the opinion expressed
under the headings "Enforceability of Civil Liabilities," "Taxation," "Legal
Matters" and elsewhere as it appears in the Prospectus, without thereby
admitting that we are "experts" under the Securities Act or the rules and
regulations of the Commission thereunder for purposes of any part of the
Registration Statement.

Yours sincerely,


/s/ Guangzhou Law Office
Guangzhou Law Office