EX-5.1 4 dex51.txt OPINION OF KING & WOOD, PRC COUNSEL TO THE REGISTRANT Exhibit 5.1 December 1, 2003 China Life Insurance Company Limited 16 Chaowai Avenue Chaoyang District Beijing 100020 People's Republic of China Dear Sirs: China Life Insurance Company Limited We act as special counsel of the People's Republic of China (the "PRC") for China Life Insurance Company Limited, a company organized under the PRC law (the "Company"), and China Life Insurance (Group) Company, a company established under the PRC law ("CLIC"), in connection with the proposed issue and sale by the Company of its H shares, par value RMB 1.00 per share (the "H Shares"), and the proposed sale by CLIC of its H Shares, among other jurisdictions, in the United States in the form of American Depositary Shares representing such H Shares (the "ADSs"), as described in Amendment No. 1 to the Registration Statement on Form F-1 (Registration No. 333-110615) filed by the Company with the United States Securities and Exchange Commission on December 1, 2003 (the "Registration Statement"). The H Shares to be offered and sold by the Company are referred to herein as the "Primary H Shares" and the H Shares to be offered and sold by CLIC are referred to herein as the "Secondary H Shares". In such capacity, we have reviewed the Registration Statement including the statements set forth in the section captioned "Tax - The People's Republic of China" and examined such corporate records, certificates - 2 - and other documents as we have considered necessary or appropriate for the purpose of providing this opinion. Upon the basis of such examination, we are of the opinion that: 1. the Primary H Shares underlying the ADSs when sold, will be legally issued, fully paid and non-assessable; 2. the Secondary H Shares underlying the ADSs when sold as contemplated in the Registration Statement, will have been legally issued and will be fully paid and non-assessable; and 3. The statements set forth in the section captioned "Tax - The People's Republic of China" of the Registration Statement in so far as they constitute summaries of the current relevant PRC taxation laws and regulations are accurate and complete in all material respects. The foregoing opinion is limited to the laws of the PRC and we express no opinion as to the laws of any other jurisdiction. We hereby give our consent to file this opinion as an exhibit to the Registration Statement. Yours faithfully, /s/ King & Wood King & Wood