213-688-3698

                               October 21, 1996


  Board of Directors
  Sunbase Asia, Inc.
  19/F., First Pacific Bank Centre
  51-57 Gloucester Road
  Wanchai, Hong Kong

            Re:  Registration Statement on Form S-8
                 ----------------------------------

  Gentlemen:

            We have acted as counsel to Sunbase Asia, Inc., a Nevada corporation
  ("Company"), in connection with the preparation and filing with the U.S.
  Securities and Exchange Commission ("Commission") under the Securities Act of
  1933, as amended ("Act"), of the Company's registration statement on Form S-8
  (together with all amendments, the "Registration Statement").  This
  Registration Statement relates to the registration under the Act of 2,500,000
  shares of the Company's common stock, $.001 par value ("Common Stock"), which
  may be issued pursuant to the Company's 1995 Sunbase Asia, Inc. Stock Option
  Plan ("Plan").

            In rendering this opinion, we have reviewed the registration
  statement, as well as a copy of the Company's articles of incorporation and
  bylaws, each as amended to date, and the Plan.  we have also reviewed such
  documents and such statutes, rules and judicial precedents as we have deemed
  necessary for the opinions expressed herein.

            In rendering this opinion, we have assumed the genuineness of all
  signatures, the legal capacity of natural persons, the authenticity of
  documents submitted to us as originals, the conformity to original documents
  of documents submitted to us as certified or photostatic copies, and the
  authenticity of originals of such photostatic copies.  This opinion

                                  Exhibit 5.1

 
  Board of Directors
  Sunbase Asia, Inc.
  October 21. 1996
  Page 2

  further expressly assumes that shares covered by the Registration Statement
  will be issued in conformity with the provisions of the Plan.

            Based upon and in reliance upon the foregoing, and subject to the
  qualifications and limitations herein set forth, we are of the opinion that
  the shares of Common Stock have been duly and validly authorized and, when
  issued in the manner contemplated in the Plan and by the Registration
  Statement, will be validly issued, fully paid and nonassessable.

            This opinion is limited to the corporate law of Nevada, and we
  express no opinion with respect to the laws of any other jurisdiction.

            We consent to the filing of this opinion with the Commission as an
  exhibit to the Registration Statement.

            This opinion may not be used, circulated, quoted or otherwise
  referred to for any purpose without our prior written consent and may not be
  relied upon by any person or entity other than the Company and its successors
  and assigns.  This opinion is based upon our knowledge of law and facts as of
  its date.  We assume no duty to communicate to you with respect to any matter
  which comes to our attention hereafter.

                                         Sincerely,

                                         LOEB & LOEB LLP



                                         By /s/ David L. Ficksman
                                            --------------------------
                                            A Partner of the Firm
  DLF:yf1
  822540030
  FID16259.L01