EXHIBIT 5.1

                            FORM OF LEGALITY OPINION

_______ August, 2003



U.S. Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549


Ladies and Gentlemen:


               Re: Apex Wealth Enterprises Limited (the "Company")

     We have acted as special legal counsel in the British Virgin Islands to the
Company in connection with the proposed offering by the Company of common shares
in the Company  (the  "Shares"),  par value  US$0.01 per Share,  held by them as
described in the draft prospectus (the "Prospectus")  contained in the Company's
registration  statement on Form F-1 (the  "Registration  Statement") to be filed
with the United States  Securities and Exchange  Commission (the "Securities and
Exchange  Commission")  on or about  the date  hereof  under the  United  States
Securities Act of 1933 (the "Securities Act").

  For the purposes of giving this opinion, we have examined and relied upon the
following documents:

         (i)      a copy of the Registration Statement;

         (ii)     a copy of the Prospectus;

         (iii)    Memorandum and Articles of Association of the Company;


     We have also  reviewed  the share  register  and minutes of meetings of the
directors of the Company and such other  documents and made such enquiries as to
questions of law as we have deemed  necessary in order to render the opinion set
forth below.

     We have  assumed that (i) the  resolutions  referred to herein are full and
accurate  records of  resolutions  passed at meetings  duly convened and held in
accordance  with the  articles  of  association  of the  Company  and that  such
resolutions  have not been amended or rescinded and are in full force and effect
(ii)  there  is no  provision  of the law of any  jurisdiction,  other  than the
British  Virgin  Islands,  which would have any  implication  in relation to the
opinion  expressed herein and (iii) the Prospectus,  when published,  will be in
substantially the same form as that examined by us for purposes of this opinion.

     We have made no  investigation of and express no opinion in relation to the
laws of any jurisdiction other than the British Virgin Islands.  This opinion is
to be governed by and  construed in accordance  with the laws of British  Virgin
Islands  and is  limited  to and is given on the  basis of the  current  law and
practice in British Virgin Islands.  Subject as mentioned below, this opinion is
issued solely for your benefit and is not to be relied upon by any other person,
firm or entity or in respect of any other matter.

    On the basis of and subject to the foregoing, we are of the opinion that

         1. The duly authorized capital stock of the Company consists of
100,000,000 shares of Common Stock with a par value of $0.001 per share.

         2. When shares of the Common Stock have been duly issued in accordance
with the Registration Statement, such shares of Common Stock will constitute
fully paid and nonassessable stock of the Company.

     We hereby  consent to the filing of this  opinion as an Exhibit  5.1 to the
Registration  Statement In giving such consent,  we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities  Act, or the Rules and Regulations of the Securities and Exchange
Commission thereunder.



                                           Yours faithfully,




                                           Conyers Dill & Pearman