Deutsche Bank Trust Co Americas/ADR Group – ‘F-6’ on 12/23/09 re: China Life Insurance Co Ltd – EX-5

On:  Wednesday, 12/23/09, at 5:49pm ET   ·   Accession #:  950127-9-274   ·   File #:  333-164005

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Registration of Depositary Shares Evidenced by American Depositary Receipts (Not Effective Immediately)   —   Form F-6
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: F-6         Registration Statement                                10     26K 
 2: EX-4        Amended and Restated Deposit Agreement                24     87K 
 3: EX-5        Opinion re: Legality -- opinion                        2±     7K 

EX-5   —   Opinion re: Legality — opinion

[Letterhead of White & Case LLP]

FFB:AKR                                                                 [], 2009

Deutsche Bank Trust Company Americas,                                           
as Depositary under the Deposit Agreement                                   
referred to below                                                           
60 Wall Street                                                                  
New York, NY 10005                                                              
United States                                                                   

Ladies and Gentlemen:                                                           

We refer to the Registration Statement on Form F-6 (the "Registration 
Statement") relating to American Depositary Shares (as defined in the Deposit   
Agreement) evidenced by Receipts (as defined in the Deposit Agreement), each    
Receipt representing 15 overseas foreign-invested shares, or H shares, par value
RMB 1.00 each in China Life Insurance Company Limited (the "Company"). Terms    
used herein and not defined herein shall have the meanings assigned to them in  
the Form of Amended and Restated Deposit Agreement (the "Amended and Restated   
Deposit Agreement"). The Amended and Restated Deposit Agreement appears as      
Exhibit (a) to the Registration Statement.                                      

  In rendering the opinions set forth herein, we have assumed that (i) the
Amended and Restated Deposit Agreement and the Amendment will have been duly    
authorized, executed and delivered by the Company and will constitute a valid   
and legally binding obligation of the Company enforceable against it in         
accordance with its terms, (ii) the relevant Deposited Securities will have been
duly deposited with a Custodian under and in accordance with all applicable laws
and regulations, (iii) that the choice of New York law contained in the Amended 
and Restated Deposit Agreement is legal and valid under the laws of the People's
Republic of China and (iv) that insofar as any obligation under the Amended and 
Restated Deposit Agreement is to be performed in, or by a party organized under 
the laws of, any jurisdiction outside of the United States of America, its      
performance will not be illegal or ineffective in any jurisdiction by virtue of 
the law of that jurisdiction.                                                   

 Based upon and subject to the foregoing, we are of the opinion that the
American Depositary Shares covered by the Registration Statement, when evidenced
by Receipts that are duly executed and delivered by the Depositary and issued in
accordance with the terms of the Amended and Restated Deposit Agreement will be 
validly issued and will entitle the registered holders thereof to the rights    
specified in the Amended and Restated Deposit Agreement and those Receipts.     

   The foregoing opinion is limited to the federal laws of the United States
and the laws of the State of New York and we express no opinion as to the laws  
of any other jurisdiction.                                                      

We hereby consent to the use of this opinion as Exhibit (d) to the    
Registration Statement. In giving such consent, we do not admit hereby that we  
are within the category of persons whose consent is required under Section 7 of 
the Securities Act of 1933.                                                     

                 Very truly yours,

3 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/21/23  China Life Insurance Co. Ltd.     20-F       12/31/22  195:33M                                    Donnelley … Solutions/FA
 4/29/22  China Life Insurance Co. Ltd.     20-F       12/31/21  193:38M                                    Donnelley … Solutions/FA
 4/29/21  China Life Insurance Co. Ltd.     20-F       12/31/20  196:38M                                    Donnelley … Solutions/FA