December 12, 2003

Rediff.com India Limited
Mahalaxmi Engineering Estate
L.J. Road No. 1, Mahim (West)
Mumbai 400 016
Republic of India

Re: Opinion of Counsel

     This opinion is furnished in connection with the registration by Rediff.com
India Limited (the "Company")  pursuant to a Registration  Statement on Form S-8
(the "Registration Statement") under the Securities Act of 1933, as amended (the
"1933 Act"), of 560,000 equity shares, par value Rs 5 per share,  represented by
2 American Depositary Shares (the "Shares"), which are to be offered and sold by
the Company through the 2002 ADR Linked Stock Option Plan (the "Plan").

     This opinion is being furnished in accordance with the requirements of Item
601(b)(5) of Regulation  S-K under the  Securities  Act of 1933, as amended (the
"Act").

     As  Corporate  Counsel of the Company,  I am of the opinion,  based upon my
familiarity  with the affairs of the Company and upon my  examination of the law
and  pertinent  documents,   and  subject  to  the  qualifications   hereinafter
appearing,  that the Shares have been duly and validly  authorized  for issuance
and, when issued and paid for in accordance  with the terms of the Plan, will be
validly issued, fully paid and non-assessable.

     This opinion is subject to the following qualifications:

     1. I express no opinion as to any laws other than the laws of the  Republic
of India as the same are in force on the date  hereof  and I have  not,  for the
purpose of giving this opinion,  made any investigation of the laws of any other
jurisdiction.

     2. I render no opinion in relation to any  representation  made or given in
the Registration Statement.

     3.  This  opinion  is  furnished  to you  solely  in  connection  with  the
Registration  Statement and is not to be used,  circulated,  quoted or otherwise
referred to for any other purpose without my express prior written permission.

     I hereby consent to the filing of this opinion with the U.S. Securities and
Exchange Commission as Exhibit 5.1 to the Registration Statement.

                                            Very truly yours,


                                            /s/ Sejal Jaradi
                                            ------------------------------------
                                            Sejal Jaradi