EXHIBIT 5.2

February 11, 2004


U.S. Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549

Dear Sirs,

Apex Wealth Enterprises Limited (the "Company")

We have acted as special  legal  counsel in the  British  Virgin  Islands to the
Company in connection with the proposed offering by the Company of common shares
in the Company  (the  "Shares"),  par value  US$0.01 per Share,  held by them as
described in the draft prospectus (the "Prospectus")  contained in the Company's
registration  statement on Form F-1 (the  "Registration  Statement") to be filed
with the United States  Securities and Exchange  Commission (the "Securities and
Exchange  Commission")  on or about  the date  hereof  under the  United  States
Securities Act of 1933 (the "Securities Act").

We have made no  investigation of and express no opinion in relation to the laws
of any jurisdiction other than the British Virgin Islands. This opinion is to be
governed by and construed in accordance  with the laws of British Virgin Islands
and is limited to and is given on the basis of the current  law and  practice in
British  Virgin  Islands.  Subject as  mentioned  below,  this opinion is issued
solely for your benefit and is not to be relied upon by any other  person,  firm
or entity or in respect of any other matter.

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.

On the basis of and subject to the  foregoing,  we are of the  opinion  that the
statements  under  the  caption   "British  Virgin  Islands   Taxation"  in  the
Registration Statement,  insofar as they constitute statements of British Virgin
Islands tax law or legal conclusions,  accurately summarize the material British
Virgin  Islands  tax  consequences  to  a holder  owning  shares in Apex  Wealth
Enterprises Limited.



We  hereby  consent  to the  filing of this  opinion  as an  Exhibit  5.3 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, or the Rules and Regulations of the Securities and Exchange
Commission thereunder.

Yours faithfully,

/s/Conyers Dill & Pearman

CONYERS DILL & PEARMAN