EXHIBIT 5.1

LEGAL OPINION OF MARTIN & PRITCHETT, P.A.

Martin & Pritchett, P.A.

17115 Kenton Drive, Suite 202A, Cornelius, North Carolina 28031

TELEPHONE (704) 584-0268; FACSIMILE (704) 895-1528

December 20, 2006

Board of Directors

China World Trade Corporation

3^rd Floor, Goldlion Digital Network Center

138 Tiyu Road East, Tianhe

Guangzhou 510620,

The People’s Republic of China

Re: Form S-8 Registration Statement; Opinion of Counsel

Dear Members of the Board:

You have requested our opinion with respect to certain matters in connection with China World Trade Corporation’s (the “Company”) filing of a registration statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission covering the offering of an aggregate of 5,000,000 shares of the Company's common stock, $.001 par value (the “Shares”), pursuant to the 2006 Non-Qualified Stock Compensation Plan (the “Stock Plan”).

In connection with this opinion, we have examined the Registration Statement and such other documents, records, certificates, memoranda and other instruments as we deemed necessary for the basis of this opinion. We have assumed the genuineness and authenticity of all documents submitted to us as originals and the conformity to originals of all documents submitted to us as copies and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Stock Plan and the Registration Statement and related prospectus, will be validly issued, fully paid and non-assessable.

Very truly yours,

 /s/ Harold H. Martin

Harold H. Martin

For

Martin & Pritchett, P.A.