EXHIBITS 5.1 and 23.2


                        SCHNEIDER WEINBERGER & BEILLY LLP
                         2200 Corporate Blvd., Suite 210
                            Boca Raton, Florida 33431



                                                     August 29, 2005


Sunwin International Neutraceuticals, Inc.
6 Youpeng Road
Qufu, Shandong, China 273100
Attn: Dongdong Lin, CEO


         Re:   Registration Statement on Form SB-2 (the "Registrationtatement")
               Sunwin International Neutraceuticals, Inc. (the "Company")

Gentlemen:

         This opinion is submitted pursuant to the applicable rules of the
Securities and Exchange Commission in connection with the registration for
public resale of an aggregate of 30,250,006 shares (the "Registerable Shares")
of the Company's common stock, $.001 par value per share ("Common Stock"),
consisting of 14,750,006 shares of outstanding Common Stock and 15,500,000
shares of Common Stock issuable upon exercise of common stock purchase warrants,
all as described in the Registration Statement.

         In connection therewith, we have examined and relied upon original,
certified, conformed, photostat or other copies of (a) the Certificate of
Incorporation, as amended, and Bylaws of the Company; (b) resolutions of the
Board of Directors of the Company authorizing the issuance of the Registerable
Shares; (c) the Registration Statement and the exhibits thereto; (d) the
agreements, instruments and documents pursuant to which the Registerable Shares
were or are to be issued; and (e) such other matters of law as we have deemed
necessary for the expression of the opinion herein contained. In all such
examinations, we have assumed the genuineness of all signatures on original
documents, and the conformity to originals or certified documents of all copies
submitted to us as conformed, photostat or other copies. In passing upon certain
corporate records and documents of the Company, we have necessarily assumed the
correctness and completeness of the statements made or included therein by the
Company, and we express no opinion thereon. As to the various questions of fact
material to this opinion, we have relied, to the extent we deemed reasonably
appropriate, upon representations or certificates of officers or directors of
the Company and upon documents, records and instruments furnished to us by the
Company, without independently checking or verifying the accuracy of such
documents, records and instruments.

         Based upon and subject to the foregoing, we are of the opinion that the
Registerable Shares, when issued in accordance with their terms and upon receipt
by the Company of the agreed upon consideration therefore, will be legally
issued, fully paid and non-assessable.

          We hereby consent to the filing of this opinion 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.

                                   Sincerely,

                                        /s/ SCHNEIDER WEINBERGER & BEILLY LLP

                                           Schneider Weinberger & Beilly LLP