Asia Fiber Holdings Ltd – ‘SB-2’ on 2/12/02 – EX-5.1

On:  Tuesday, 2/12/02   ·   Accession #:  950148-2-326   ·   File #:  333-82594

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Registration of Securities by a Small-Business Issuer   —   Form SB-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SB-2        Registration of Securities by a Small-Business       218    887K 
                          Issuer                                                 
 2: EX-5.1      Opinion re: Legality                                   1      6K 
 3: EX-23.1     Consent of Experts or Counsel                          1      6K 

EX-5.1   —   Opinion re: Legality

EX-5.1
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                                                                   EXHIBIT 5.1

 [LETTERHEAD OF LOEB & LOEB]

Direct Dial: 310-282-2350                                                       
e-mail: dficksman@loeb.com                                                      

 February 11, 2002

Asia Fiber Holdings Limited                                                     
Room 2105, 21/F, West Tower                                                     
200 Connaught Road Central                                                      
Sheung Wan, Hong Kong                                                           

Ladies and Gentlemen:                                                           

        We have acted as counsel to Asia Fiber Holdings Limited (the "Company"),
in connection with the preparation and filing with the Securities and Exchange  
Commission under the Securities Act of 1933, as amended (the "Act"), of a       
Registration Statement on Form SB-2 (the "Registration Statement"), relating to 
the proposed sale by certain shareholders of the Company (the "Selling Security 
Holders") of up to 9,875,000 shares of common stock (the "Common Stock"). The   
9,875,000 shares offered include (i) 6,375,000 shares underlying the Series C   
Convertible Preferred Stock issued to GEM Global Yield Fund Limited and (ii)    
3,500,000 shares underlying the warrants issued to GEM Global Yield Fund        
Limited.                                                                        

       In so acting, we have examined and relied upon the originals or copies,
certified or otherwise identified to our satisfaction, of such Company records, 
documents, certificates and other instruments as in our judgment are necessary  
or appropriate to enable us to render the opinions expressed below. Based upon  
the foregoing and such examination of law as we have deemed necessary, we are of
the opinion that the Common Stock to be offered by the Selling Security Holders,
when sold under the circumstances contemplated in the Registration Statement,   
will be legally issued, fully paid and non-assessable.                          

      We consent to the use of this letter as an Exhibit to the Registration
Statement and to the use of our name under the heading "Legal Matters" included 
in the Prospectus forming a part of the Registration Statement.                 

                  Sincerely,

                         David L. Ficksman
                             a Partner of the Firm

Dates Referenced Herein

This ‘SB-2’ Filing		Date		Other Filings
Filed on:		2/12/02		None on these Dates
		2/11/02
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