Exhibit 5.2

                             Form of US Tax Opinion

________, 2004

Media Century International Limited
Unit 1502, 15th Floor
Worldwide House
19 Des Voeux Road Central, Hong Kong
Attention:  Li Sze Tang

Gentlemen:

     You  have  requested  our  opinion  regarding  certain  disclosures  in the
Prospectus  contained in the  Registration  Statement on Form F-1  (Registration
Statement No. ________) (the "Registration Statement") filed with the Securities
and Exchange Commission. Unless otherwise defined, capitalized terms used herein
have  the  meanings  ascribed  to  them in the  Prospectus.  We  have  acted  as
U.S. counsel  to Media  Century  International  Limited in  connection  with the
Prospectus.  Our  opinions  are based upon the  understanding  that the material
facts  are  as   described   in  the   Registration   Statement   and  that  the
representations  made to us are true,  correct and  complete.  In rendering  our
opinions we have relied upon such  documents  and such  representations  without
undertaking independently to verify the accuracy and completeness of the matters
covered thereby.

         Based upon the foregoing, it is our opinion that:

     The statements under the caption "United States Federal Income Taxation" in
the  Registration  Statement,  insofar as they  constitute  statements of United
States federal  income tax law or legal  conclusions,  accurately  summarize the
material  United States  income tax  consequences  to a U.S.  Holder owning your
shares.

     Our opinion is subject to certain  assumptions and  qualifications,  and is
based on the truth and accuracy of the representations of the Company.

     Our opinions are limited to the federal income tax  consequences  described
above and do not address the tax  consequences  of other  transactions,  nor the
effect of  purchasing or holding your shares under the laws of the various state
and local  governments  or under the laws of any other  jurisdiction.  Moreover,
they  do not  address  special  rules  which  may be  applicable  to  particular
shareholders of Media Century  International  Limited,  such as shareholders who
acquired  their  shares  pursuant to the exercise of  statutory  stock  options,
shareholders  who are dealers or foreign  persons,  or shareholders who exercise
dissenter's  rights.  We express no opinion  regarding any tax issues apart from
the opinions specifically set forth above.

     An  opinion  of  counsel  does not bind the  Internal  Revenue  Service  or
preclude it or a court  from  taking a position  contrary  to the  opinion.  Our
opinion  represents  merely our last  judgment  as to the likely  outcome of the
matters  described above if litigated in an appropriate  forum.  This opinion is
based upon the Code, the Treasury  Regulations issued  thereunder,  and judicial
and administrative interpretations thereof, all as in effect on the date of this
opinion.  All of such  authority  is subject to  change,  including  retroactive
change.  We  disclaim  any  obligation  to advise of any  developments  in areas
covered by this opinion that occur after the date of this opinion.

     We hereby  consent  to the filing of this  opinion  as  Exhibit  5.2 to the
Registration  Statement and to the reliance on the opinion by persons purchasing
your  shares as  contemplated  by the  Registration  Statement.  In giving  this
consent,  however,  we do not admit that we are in the category of persons whose
consent is required  under Section 7 of the  Securities Act of 1933, as amended.
This  opinion may not be relied upon for any other  purpose  without our written
consent.





                                           Very truly yours,



                                           HELLER EHRMAN WHITE & McAULIFFE