Exhibit 5.1

                        OPINION OF BAKER & McKENZIE LLP

May 25, 2006

China Biopharmaceuticals Holdings, Inc.
Suite 1601, Building A
Jinshan Tower,  No. 8 Shan Xi Road
Nanjing, Jiangsu, China

Re: Registration Statement on Form SB-2 (Registration No. 333-132693)

Ladies and Gentlemen:

         We have acted as counsel to China Biopharmaceuticals  Holdings, Inc., a
Delaware  corporation  (the  "Company"),  in  connection  with the  Registration
Statement  on  Form  SB-2  (Registration  No.   333-132693,   the  "Registration
Statement"),  including  Post  Effective  Amendment No.1 to be filed pursuant to
Rule 462(b) under the Securities Act of 1933, as amended (the "Securities Act"),
relating to the  registration  under the  Securities  Act of  20,820,723  shares
("Shares") of the Company's  common stock,  $.01 par value per share. The Shares
include 8,789,643 shares of the Company's common stock,  1,630,675 shares of the
Company's  common stock  issuable  upon  conversion  of the  Company's  Series A
Convertible  Preferred Stock and 10,400,401 shares of the Company's common stock
issuable upon the exercise of warrants.

         We have examined the originals,  or photostatic or certified copies, of
such records of the Company,  of  certificates of officers of the Company and of
public  documents,  and such other  documents  as we have  deemed  relevant  and
necessary as the basis of the opinions set forth below. In such examination,  we
have  assumed  the  genuineness  of  all  signatures,  the  authenticity  of all
documents submitted to us as originals,  the conformity to original documents of
all  documents  submitted  to us as  photostatic  or  certified  copies  and the
authenticity of the originals of such copies.

         Based upon and subject to the foregoing, we are of the opinion that:

         1. The 8,789,643  shares of the Company's  common stock included in the
            Registratiion  Statement  that are currently  outstanding  have been
            duly and validly  authorized and are validly issued,  fully paid and
            non-assessable.

         2. The 1,630,675  shares of the Company's  common stock included in the
            Registration  Statement,  which may be issued from time to time upon
            the conversion of the Company's Series A Preferred Stock,  have been
            duly and validly  authorized and, when issued upon conversion of the
            Company's  Series A Preferred Stock in accordance with the terms and
            conditions thereof,  and assuming no change in the applicable law or
            facts, will be validly issued, fully paid and non-assessable.

         3. The 10,400,401  shares of the Company's common stock included in the
            Registration  Statement,  which may be issued from time to time upon
            the exercise of the warrants,  have been duly and validly authorized
            and, upon payment of the exercise price in accordance with the terms
            and conditions of the applicable warrants, and assuming no change in
            the applicable law or facts, will be validly issued,  fully paid and
            non-assessable.

         The opinions expressed above are limited to the General Corporation Law
of the State of Delaware.





         This opinion  letter is limited to the matters  stated  herein,  and no
opinion is implied or may be inferred beyond the matters  expressly  stated.  We
hereby  consent  to the use of our  opinion as herein set forth as an exhibit to
the  Registration  Statement and to the use of our name under the caption "Legal
Matters" in the  prospectus  forming a part of the  Registration  Statement.  In
giving this consent,  we do not hereby 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  SEC  promulgated  thereunder  or  Item  509 of
Regulation S-B.

                                                     Very truly yours,

                                                      /S/ Baker & McKenzie LLP
                                                     BAKER & McKENZIE LLP