EXHIBIT 5












                                 August 15, 2005


T2CN Holding Limited
5th Floor, No. 88
Qinjiang Road
Shanghai, China 200233


      This letter will constitute an opinion upon the legality of the sale by
certain selling shareholders of T2CN Holding Limited, a British Virgin Islands
corporation (the "Company"), of up to 8,091,503 shares of common stock, all as
referred to in the Registration Statement on Form F-1 filed by the Company with
the Securities and Exchange Commission.

      We have examined the Memorandum of Association, the Articles of
Association and the minutes of the Board of Directors of the Company and the
applicable laws of the British Virgin Islands. In our opinion, the Company has
duly authorized the issuance of the shares of stock mentioned above and such
shares of common stock are legally issued, fully paid and non-assessable.

      Our opinion is based upon the laws of the British Virgin Islands.


                                    Very Truly Yours,

                                    HART & TRINEN, L.L.P.


                                       By
                                         William T. Hart