exv5w1

Exhibit 5.1

[Conyers Dill & Pearman Letterhead]

November 29, 2010

China GrenTech Corporation Limited
15th Floor, Block A, Guoren Building
Keji Central 3rd Road
Hi-Tech Park, Nanshan District
Shenzhen 518057, People’s Republic of China

Dear Sirs,

China GrenTech Corporation Limited (the “Company”)

We have acted as special Cayman Islands legal counsel to the Company in connection with the Company’s registration statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on November 29, 2010 (the “Registration Statement”) relating to the registration under the United States Securities Act of 1933, as amended, (the “Securities Act”) of ordinary shares of par value US$0.00002 per share (the “Shares”), issuable pursuant to the share option scheme of the Company (the “Scheme”).

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

(i)		the Registration Statement; and

(ii)		the Scheme.

We have also reviewed copies of the amended and restated memorandum of association and the articles of association of the Company, copies of the written resolutions passed by the shareholders of the Company on August 25, 2005 (the “Shareholders Resolutions”) and the minutes of meeting of the board of directors of the Company held on August 25, 2005 (the “Board Minutes”), a copy of a Certificate of Good Standing issued by the Registrar of Companies in relation to the Company dated October 26, 2010

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(the “Certificate Date”) and such other documents and made such enquires as to questions of law as we have deemed necessary in order to render the opinion set forth below.

We have assumed (a) the genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether or not certified) examined by us and the authenticity and completeness of the originals from which such copies were taken; (b) that where a document has been examined by us in draft form, it will be or has been executed and/or filed in the form of that draft, and where a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention; (c) the accuracy and completeness of all factual representations made in the Registration Statement and the Scheme and other documents reviewed by us; (d) that the resolutions contained in the Shareholders Resolutions and the Board Minutes were passed at one or more duly convened, constituted and quorate meetings or by unanimous written resolutions, remain in full force and effect and have not been rescinded or amended; (e) 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; (f) that upon the issue of any Shares, the Company will receive consideration for the exercise price thereof which shall be equal to at least the par value thereof, (g) that on the date of issuance of any of the Shares the Company will have sufficient authorised but unissued shares; (h) the total aggregate number of the Shares to be issued by the Company under the Scheme will not, as at the date of issue of the Shares, exceed the maximum number of Shares available for subscription under clause 8.1. of the Scheme, and (i) that on the date of issuance of any award under the Plans, the Company will be able to pay its liabilities as they become due.

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 and practice in the Cayman Islands. 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:

As at the Certificate Date, the Company is duly incorporated and existing under the laws of the Cayman Islands in good standing (meaning solely that it has not failed to make any filing with any Cayman Islands government authority or to pay any Cayman Islands government fee which would make it liable to be struck

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off by the Registrar of Companies and thereby cease to exist under the laws of the Cayman Islands).

When issued and paid for in accordance with the terms of the Scheme, the Shares will be validly issued, fully paid and non-assessable (which term means when used herein that no further sums are required to be paid by the holders thereof in connection with the issue of such shares).

We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not hereby admit that we are experts within the meaning of Section 11 of the Securities Act or that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.

Yours faithfully,

/s/ Conyers Dill & Pearman

Conyers Dill & Pearman

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