EXHIBIT 5.1

                         STUBBS ALDERTON & MARKILES, LLP
                       15821 Ventura Boulevard, Suite 525
                                Encino, CA 91436

August 2, 2004

Kiwa Bio-Tech Products Group Corporation
17700 Castleton Street, Suite 589
City of Industry, California 91748

         Re:      Kiwa Bio-Tech Products Group Corporation,
                  Registration Statement on Form SB-2

Ladies and Gentlemen:

         At your request,  we have examined the  Registration  Statement on Form
SB-2 (the "Registration  Statement") to which this letter is attached as Exhibit
5.1 filed by Kiwa Bio-Tech Products Group  Corporation,  a Delaware  corporation
(the  "COMPANY"),  in order to register  under the  Securities  Act of 1933,  as
amended (the "ACT"),  the sale by certain  stockholders of 45,277,605  shares of
Common  Stock  of the  Company  (the  "SHARES").  The  Shares  consist  of:  (i)
40,000,000 shares issuable pursuant to that certain Standby Equity  Distribution
Agreement  ("EQUITY  DISTRIBUTION  AGREEMENT"),  dated July 6, 2004, between the
Company and  Cornell  Capital  Partners,  LP, (ii)  704,038  shares  issued as a
one-time  commitment fee to Cornell Capital Partners,  LP pursuant to the Equity
Distribution  Agreement,  (iii)  2,800,000  shares  issued to certain  investors
listed in the  Registration  Statement,  upon conversion of certain  convertible
notes further  described in the Registration  Statement,  (iii) 1,747,000 shares
issuable upon exercise of a common stock warrant ("COMMON STOCK WARRANT") issued
to Westpark  Capital,  Inc. on March 11, 2004,  and (iv) 26,567 shares that were
issued to Newbridge Securities Corporation as a placement agent fee, pursuant to
that certain Placement Agent Agreement,  dated July 6, 2004, between the Company
and Newbridge Securities Corporation.

         We have  examined  originals  or  certified  copies  of such  corporate
records of the Company and other  certificates and documents of officials of the
Company,  public officials and others as we have deemed appropriate for purposes
of  this  letter.  We  have  assumed  the  genuineness  of all  signatures,  the
authenticity  of all documents  submitted to us as originals,  the conformity to
authentic  original  documents of all copies  submitted  to us as conformed  and
certified or reproduced copies.

         Based on the  foregoing,  we are of the opinion that (a) the  3,530,605
issued and outstanding Shares have been duly authorized, and are validly issued,
fully paid and  non-assessable,  (b) the 40,000,000  Shares issuable pursuant to
the Equity  Distribution  Agreement have been duly  authorized and upon issuance
and sale in conformity with and pursuant to the Equity  Distribution  Agreement,
and receipt by the Company of the  purchase  price  therefor as specified in the
Equity Distribution  Agreement,  such Shares will be validly issued,  fully paid
and  non-assessable,  and (c) the 1,747,000 Shares issuable upon exercise of the
Common Stock  Warrant have been duly  authorized  and upon  issuance and sale in
conformity  with and  pursuant





to the Common Stock  Warrant,  and receipt by the Company of the purchase  price
therefor as specified in the Common Stock  Warrant,  such Shares will be validly
issued, fully paid and non-assessable.

         We consent to the use of this opinion as an Exhibit to the Registration
Statement and to use of our name in the Prospectus constituting a part thereof.

                                             Very truly yours,

                                             /S/ STUBBS ALDERTON & MARKILES, LLP

                                             STUBBS ALDERTON & MARKILES, LLP