Exhibit 5.1

28 January, 2005

Hurray! Holding Co., Ltd.                        DIRECT LINE: 28429522
3rd Floor, China Resources Building             E-MAIL: bywlee@cdp.bm
No.9 Jianguomenwei Avenue                       OUR REF: BL/al/M#709079/D#186415
Dongcheng District, Beijing 100005              YOUR REF:
People's Republic of China

Dear Sirs,

Hurray! Holding Co., Ltd. (the "Company")

We have acted as special Cayman legal counsel to the Company in connection with
an initial public offering of certain ordinary shares in the Company (the
"Shares") as described in the prospectus contained in the Company's registration
statement on Form F-1 filed with the United States Securities and Exchange
Commission (the "Registration Statement").

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

(i)  the Registration Statement to be filed by the Company under the United
     States Securities Act of 1933 (the "Securities Act") with the United States
     Securities and Exchange Commission (the "Commission") on 12 January, 2005;
     and

(ii) a draft of the prospectus (the "Prospectus") contained in the Registration
     Statement.

We have also reviewed and relied upon (1) the memorandum of association and the
articles of association of the Company, (2) copies of the minutes of meetings of
and written resolutions passed by directors and shareholders of the Company
(collectively the "Minutes"), (3) the register of members of the Company, and
(4) 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 (i) the genuineness and authenticity of all signatures, stamps
and seals and the conformity to the originals of all copies of documents
(whether or not certified) examined by us and the authenticity and completeness
of the originals from which such copies were taken; (ii) the accuracy and
completeness of all factual representations made in the Prospectus and
Registration Statement and other documents reviewed by us, (iii) that the
resolutions contained in the Minutes are full and accurate records of
resolutions passed at meetings duly convened and held by the directors and
shareholders of the Company in accordance with the articles of



association of the Company and that such resolutions have not been amended or
rescinded and remain in full force and effect; (iv) that there is no provision
of the law of any jurisdiction, other than the Cayman Islands, which would have
any implication in relation to the opinions expressed herein; (v) the validity
and binding effect under the laws of the United States of America of the
Registration Statement and the Prospectus and that the Registration Statement
will be duly filed with or declared effective by the Commission; and (vi) that
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 Cayman Islands. This opinion is to be
governed by and construed in accordance with the laws of the Cayman Islands and
is limited to and is given on the basis of the current law in the Cayman
Islands.

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

(1)  The Company is duly incorporated and existing under the laws of the Cayman
     Islands.

(2)  The issue of the Shares has been duly authorised, and when the Shares have
     been issued, delivered and paid for in the manner described in and pursuant
     to the terms of the Prospectus and Registration Statement will be validly
     issued, fully paid and non-assessable (meaning that no further sums are
     payable to the Company with respect to the holding of such Shares).

We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement and to the references to us under the
headings "Risk Factors", "Enforceability of Civil Liabilities" and "Legal
Matters" in the Prospectus contained in 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 Commission thereunder.


Yours faithfully,




/s/ CONYERS DILL & PEARMAN, CAYMAN