[O'MELVENY & MYERS LETTERHEAD]

                                                                     Exhibit 5.1

                                                                 OUR FILE NUMBER
October 14, 2004                                                    151,677-0001

China Finance Online Co. Limited                            WRITER'S DIRECT DIAL
Room 610B, 6/F Ping'an Mansion                                   (852) 2523-8266
No. 23 Financial Street
Xicheng District, Beijing 100032                         WRITER'S E-MAIL ADDRESS
China                                                             phardy@omm.com

Dear Sirs:

              RE: CHINA FINANCE ONLINE CO. LIMITED (THE "COMPANY")

               We have acted as special Hong Kong legal counsel to the Company
in connection with the filing of a registration statement on Form F-1, File No.
333-119166, by the Company with the U.S. Securities and Exchange Commission (the
"Commission") for purposes of registering 35,650,000 ordinary shares of the
Company, par value HK$0.001 per share (the "Securities"), under the U.S.
Securities Act of 1933, as amended (the "Securities Act"), and the prospectus
constituting part of such registration statement. The registration statement, as
amended, and the prospectus, excluding the documents incorporated in them by
reference or their exhibits, are herein referred to as the "Registration
Statement" and the "Prospectus", respectively.

               In our capacity as such counsel, and for the purposes of giving
this opinion, we have examined and relied upon copies of the Registration
Statement and a draft of the Prospectus.

               We have also reviewed and relied upon (1) drafts of the
memorandum of association and the articles of association of the Company, (2)
copies of resolutions of the board of directors dated June 15, 2000, May 23,
2003 and May 1, 2004, (3) copies of resolutions of the members of the Company
dated April 28, 2000, June 15, 2000, May 23, 2003, January 3, 2004 and May 1,
2004, (4) draft resolutions of the board of directors and of the members of the
Company proposed to become effective upon consummation of the offering





contemplated in the Prospectus, (5) the register of directors of the Company,
(6) a draft of the register of members of the Company as will be effective as at
consummation of the offering contemplated in the Prospectus, and (7) such other
documents and made such enquiries as to questions of law as we have deemed
necessary in order to render the opinion set forth below. In addition, we have
obtained and relied upon those certificates of public officials we considered
appropriate.

               We have assumed (i) the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the conformity
with originals of all documents submitted to us as copies; (ii) the accuracy and
completeness of all factual representations made in the Prospectus and
Registration Statement and other documents reviewed by us, (iii) that the
resolutions contained in the Minutes are full and accurate records of
resolutions passed at meetings duly convened and held by the directors and
shareholders of the Company in accordance with the articles of association of
the Company and that such resolutions have not been amended or rescinded and
remain in full force and effect; (iv) that there is no provision of the law of
any jurisdiction, other than Hong Kong, which would have any implication in
relation to the opinions expressed herein; and (v) the validity and binding
effect under U.S. federal laws of the Registration Statement and the Prospectus
and that the Registration Statement will be duly filed with or declared
effective by the Commission.

               We have made no investigation of and express no opinion in
relation to the laws of any jurisdiction other than Hong Kong. This opinion is
to be governed by and construed in accordance with the laws of Hong Kong and is
limited to and is given on the basis of the current law and practice in Hong
Kong.

               On the basis of and subject to the foregoing, we are of the
opinion that the Securities will be duly authorized by all necessary corporate
action on the part of the Company and, upon issuance of, payment for and
delivery of the Securities in the manner described in and as contemplated by the
Prospectus and the Registration Statement and the execution of certificates
representing the Securities in the manner provided in the Company's Articles of
Association, the Securities will be validly issued, fully paid and
non-assessable (meaning that no further sums are payable to the Company by the
person registered as the holder of such Securities solely as the result of its
being such a holder).

               We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the heading
"Enforcement of Civil Liabilities" and "Legal Matters" in the Prospectus
constituting part of 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 Commission thereunder.

                                               Yours faithfully,




                                               /s/ O'MELVENY & MYERS