[VINCENT & REES, LC LETTERHEAD]




December 29, 2005

The Board of Directors
8th Floor, No. 211 Johnston Road
Wanchai, Hong Kong

Re:  Registration of NT Holding Corp. Common Stock

Gentlemen:

This firm has been retained by NT Holding Corp. (the "Company") in connection
with the Company's registration of up to 1,270,000 shares of its common stock
(the "Common Stock") on Form S-8 (the "Registration Statement"). You have
requested that we render an opinion as to whether the Common Stock to be
registered pursuant to the Registration Statement was when issued and is, fully
paid and non-assessable.

In connection with this representation we have examined the following:

      1.    Articles of Incorporation, as amended by the Company;

      2.    The Bylaws of the Company;

      3.    The 2005 Equity Incentive Plan (the "Plan");

      4.    The Registration Statement; and

      5.    Unanimous consents, resolutions and minutes of the Board of
            Directors.

We have examined such other corporate records and documents and have made such
other examinations as we deemed relevant. We have also examined relevant aspects
of the laws of the State of Nevada, including statutory provisions, Nevada
constitutional law and reported judicial decisions interpreting such laws. We
have also relied as to certain matters of fact upon representations made to us
by officers and agents of the Company.

Based upon the above examination, we are of the opinion that the Company has
been duly incorporated and is validly existing and in good standing as a
corporation under the laws of the State of Nevada; and, that the shares of
Common Stock to be registered pursuant to the Registration Statement, were, when
issued, validly authorized, fully paid, and non-assessable.



This letter will act as authorization for utilization of our firm's name in the
Registration Statement, and for utilization of the Opinion of Counsel and
reference to the same in the Registration Statement.

Very truly yours,

/s/ Vincent & Rees, LC

Vincent & Rees, LC