China Pacific Inc – ‘S-8’ on 6/6/96 – EX-5.1

As of:  Thursday, 6/6/96   ·   Effective:  6/25/96   ·   Accession #:  912057-96-11705   ·   File #:  333-05333

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Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration of Securities to be Offered to            6     28K 
                          Employees Pursuant to an Employee                      
                          Benefit Plan                                           
 2: EX-4.1      Instrument Defining the Rights of Security Holders     2      8K 
 3: EX-5.1      Opinion re: Legality                                   1      7K 
 4: EX-23.2     Consent of Experts or Counsel                          1      5K 

EX-5.1   —   Opinion re: Legality

EX-5.1
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      May 31, 1996

China Pacific, Inc.                                                             
Rm. 2008 Sun Hung Kai Centre                                                    
30 Harbour Road                                                                 
Wanchai, Hong Kong                                                              

Re:  Form S-8 Registration Statement                                    

Gentlemen:                                                                      

You have requested that we furnish you our legal opinion with respect to
the legality of the following described securities of China Pacific, Inc. (the  
"Company") covered by a Form S-8 Registration Statement, as amended through the 
date hereof (the "Registration Statement"), filed with the Securities and       
Exchange Commission for the purpose of registering such securities under the    
Securities Act of 1933:                                                         

1.   783,000 shares of common stock, $.001 par value (the "Shares")     
     issuable to Goldchamp Ltd. pursuant to a Consultancy Agreement (the
"Plan").                                                      

  In connection with this opinion, we have examined the corporate records of
the Company, including the Company's Articles of Incorporation, Bylaws, and the 
Minutes of its Board of Directors and Shareholders meetings, the Plan, the      
Registration Statement, and such other documents and records as we deemed       
relevant in order to render this opinion.                                       

Based on the foregoing, it is our opinion that, after the Registration  
Statement becomes effective and the Shares have been issued and delivered as    
described therein, the Shares will be validly issued, fully paid and non-       
assessable.                                                                     

We hereby consent to the filing of this opinion with Securities and     
Exchange Commission as an exhibit to the Registration Statement and further     
consent to statements made therein regarding our firm and use of our name under 
the heading "Legal Matters" in the Prospectus constituting a part of such       
Registration Statement.                                                         

Sincerely,  

       VANDERKAM & SANDERS

           /s/ VANDERKAM & SANDERS

Dates Referenced Herein

This ‘S-8’ Filing		Date		Other Filings
Effective on:		6/25/96		None on these Dates
Filed on:		6/6/96
		5/31/96
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