September 25, 2003



The Bank of New York
101 Barclay Street
New York, New York 10286

Dear Sirs:

We  have  acted  as  United  States  counsel  to  The  Bank  of  New  York  (the
"Depositary") in connection with the registration on Form F-6 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"),
of  10,000,000   American  Depositary  Shares  ("ADSs")  evidenced  by  American
Depositary  Receipts ("ADRs"),  each ADS representing the right to receive forty
(40) ordinary  shares in registered  form, par value RMB 1.00, of Jiangxi Copper
Company Limited  incorporated  under the laws of The People's  Republic of China
(the "Company").  The ADSs are to be issued pursuant to a deposit agreement, the
form of which is set forth as an  exhibit  to the  Registration  Statement  (the
"Deposit  Agreement"),  among the  Company,  the  Depositary  and the Owners and
Beneficial Owners (as such terms are defined in the Deposit Agreement) from time
to time of ADSs issued thereunder.

In our capacity as counsel to the  Depositary,  we have examined such  corporate
records, certificates and other documents, and such questions of law, as we have
considered  necessary or appropriate for the purposes of this opinion.  Upon the
basis of such examination,  we advise you that, in our opinion, when the Deposit
Agreement has been duly  authorized,  executed and delivered,  and the ADRs have
been duly executed (and, if applicable,  countersigned), issued and delivered in
accordance  with the Deposit  Agreement,  the ADSs evidenced by the ADRs will be
legally issued and will entitle the holders  thereof to the rights  specified in
the ADRs and in the Deposit Agreement.

The  foregoing  opinion is limited to the Federal  laws of the United  States of
America and the laws of the State of New York,  and we are expressing no opinion
as to the laws of any other jurisdiction.

We  hereby  consent  to  the  filing  of  this  opinion  as an  exhibit  to  the
Registration  Statement. In giving such consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act.

Very truly yours,

CLIFFORD CHANCE US LLP