FFB:KC:KM                                                       January 29, 2008

Deutsche Bank Trust Company Americas,
 as Depositary under the Deposit Agreement
 referred to below
60 Wall Street
New York, NY 10005
United States

Ladies and Gentlemen:

     We refer to the Registration Statement on Form F-6 (the "Registration
Statement") relating to American Depositary Shares evidenced by American
Depositary Receipts, each American Depositary Receipt representing six shares of
BCD Semiconductor Manufacturing Limited, a Cayman Island company (the
"Company"). Terms used herein and not defined shall have the meanings assigned
to them in the Form of Deposit Agreement appearing as Exhibit (a) to the
Registration Statement (the "Deposit Agreement").

     In rendering the opinions set forth herein, we have assumed that (i) the
Deposit Agreement will have been duly authorized, executed and delivered by the
Company and will constitute a valid and legally binding obligation of the
Company enforceable against it in accordance with its terms, (ii) the relevant
Deposited Securities will have been duly deposited with the Custodian under and
in accordance with the terms of the Deposit Agreement and all applicable laws
and regulations, (iii) that the choice of New York law contained in the Deposit
Agreement is legal and valid under the laws of the Cayman Islands and (iv) that
insofar as any obligation under the Deposit Agreement is to be performed in, or
by a party organized under the laws of, any jurisdiction outside of the United
States of America, its performance will not be illegal or ineffective in any
jurisdiction by virtue of the law of that jurisdiction.

     Based upon and subject to the foregoing, we are of the opinion that the
American Depositary Shares covered by the Registration Statement, when evidenced
by Receipts that are duly executed and delivered by the Depositary and issued in
accordance with the terms of the Deposit Agreement, will be validly issued and
will entitle the registered holders thereof to the rights specified in the
Deposit Agreement and, if applicable, those Receipts.

     The foregoing opinion is limited to the federal laws of the United States
and the laws of the State of New York and we express no opinion as to the laws
of any other jurisdiction.

Deutsche Bank Trust Company Americas,
January 29, 2008

     We hereby consent to the use of this opinion as Exhibit (d) to the
Registration Statement. In giving such consent, we do not admit hereby that we
are within the category of persons whose consent is required under Section 7 of
the United States Securities Act of 1933, as amended.

                                                            Very truly yours,


                                                            /s/ White & Case LLP

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