[Langugage omitted]
                                TIANYUAN LAW FIRM

                 11F/TOWER C, CORPORATE SQUARE, 35 FINANCIAL ST.
                          BEIJING. 100032, P. R. CHINA
                  TEL: (8610) 8809-2188; FAX: (8610)8809-2150.
                           E-MAIL: tylawf@tylaw.com.cn

                                                                 Date: [o], 2006

MORGAN STANLEY INVESTMENT MANAGEMENT INC.
1221 Avenue of the Americas
New York
NY 10020
United States of America

MORGAN STANLEY CHINA A SHARE FUND, INC.
1221 Avenue of the Americas,
New York,
NY 10020
United States of America

Dear Sirs:

     We have acted as special People's Republic of China ("PRC") legal counsel
to Morgan Stanley Investment Management Inc., a company incorporated under the
laws of Delaware, US (the "INVESTMENT ADVISER").

     We have been requested to provide this legal opinion with respect to the
Investment Adviser's proposed application for a Qualified Foreign Institutional
Investor ("QFII") license and QFII investment quota as an asset management
institution in accordance with the PRC laws (the "APPLICATION"). For the purpose
of this opinion, the Investment Adviser is also referred to as the QFII.

A.   DOCUMENTS EXAMINED AND INFORMATION PROVIDED

     1. In connection with the furnishing of this opinion, we have examined
copies, certified or otherwise identified to our satisfaction, of the following
documents:

     (1) the Instruction Letter dated 1 September 2006 from Clifford Chance
which sets forth the background information of the Application and the scope of
our opinion;

     (2) the Global Custody Agreement dated [o] 2006 between Morgan Stanley
China A Share Fund, Inc. (the "FUND") and JPMorgan Chase Bank, N. A. (the
"GLOBAL CUSTODIAN")



(the "CUSTODIAN AGREEMENT"), and the Subcustodian Agreement dated May 19, 1993
between the Global Custodian and The Hong Kong and Shanghai Banking Corporation
Limited ("QFII CUSTODIAN") (the "SUBCUSTODIAN AGREEMENT") and a Supplementary
Custodian Agreement in respect of QFII Services dated [o] 2006 supplemental to
the Custodian Agreement and Subcustodian Agreement between the Fund, the Global
Custodian, the QFII Custodian and the Investment Adviser as the QFII (together
with the Custodian Agreement and Subcustodian Agreement being referred to as the
"CUSTODIAN ARRANGEMENTS"); and

     (3) the prospectus for the Fund dated [o] 2006 ("PROSPECTUS").

     All of the above documents are hereinafter collectively referred to as the
"DOCUMENTS". Terms used herein and not otherwise defined shall have the same
meanings as ascribed to them in the Documents.

     2. In addition, we were instructed that:

     (1) the Investment Adviser has established a closed-end management
investment company, the Fund, in accordance with the laws of the State of
Maryland and which is a US registered investment company under the US Investment
Company Act of 1940, as amended, and whose common shares are to be listed on the
New York Stock Exchange. The Investment Adviser is appointed as the investment
adviser (i.e. as an agent) of the Fund to, amongst other things, manage the
investments of the Fund through its QFII license and QFII investment quota
obtained in the PRC.

     (2) the Investment Adviser has applied to the China Securities Regulatory
Commission ("CSRC"), and been granted, a QFII license to invest the assets of
the Fund in "A" shares and other permitted securities in the PRC under the
investment quota granted under the QFII license of the Investment Adviser.

     (3) for the purpose of (2) above, the Investment Adviser, being a QFII, has
opened and registered or will open and register, one or more nominal-holder
securities account(s) (the "NOMINAL-HOLDER SECURITIES ACCOUNTS") with the
Chinese Securities Depository and Clearing Corporation ("CSDCC") under the
two-party joint names of "the QFII and the Fund".

     (4) for the purpose of (2) above, the QFII's special RMB accounts ("SPECIAL
RMB ACCOUNTS") with the QFII Custodian are in the joint names of "the QFII and
the Fund";

     (5) each of the Nominal-Holder Securities Accounts referred to in (3) above
is corespondent to one of the Special RMB Accounts referred to in (4) above.

     We have also examined originals and/or copies, certified or otherwise
identified to our satisfaction, of such documents and other instruments as we
have deemed necessary or advisable for the purposes of this opinion.

                                                               TianYuan Law Firm


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B.   ASSUMPTIONS.

     In our examination of the aforesaid documents, we have assumed, without
independent investigation and inquiry that:

1.   All signatures, seals and chops are genuine and were made or affixed by
     representatives duly authorized by the respective parties, all natural
     persons have the necessary legal capacity, all Documents submitted to us as
     originals are authentic, and all Documents submitted to us as certified or
     photo static copies conform to the originals;

2.   No amendments, revisions, modifications or other changes have been made
     with respect to any of the Documents to the date of this opinion after they
     were submitted to us for the purposes of this legal opinion; and

3.   Each of the parties to the Documents is duly organized and validly existing
     in good standing under the laws of its jurisdiction of organization and/or
     incorporation, and has been duly approved and authorized where applicable
     by the competent governmental authorities of the relevant jurisdiction to
     carry on its business and to perform its obligations under the Documents to
     which it is a party.

     In expressing the opinions set forth herein, we have relied upon the
factual matters contained in the representations and warranties set forth in the
Documents.

C.   OPINION.

     Based upon the foregoing, and subject to the assumptions, exceptions and
qualifications set forth herein, we are of the opinion that:

1.   With respect to the Ownership of the Securities Assets in the Securities
     Account

1.1  According to the CSDCC's Implementing Rules on Registration and Clearing
     Business of Securities Investment by Qualified Foreign Institutional
     Investors in China promulgated by CSRC, the QFII (i.e. the Investment
     Adviser) will be the party entitled to the securities credited to the
     QFII's securities account, subject as provided below. However, according to
     the Measures on Administration of Domestic Securities Investment of
     Qualified Foreign Institutional Investors ("QFII MEASURES") and the CSRC's
     Circular regarding Relevant Issues on the Implementation of the QFII
     Measures ("CSRC CIRCULAR"), both promulgated on 24 August 2006 and became
     effective on 1 September 2006, the QFII (i.e. the Investment Adviser) who
     is providing assets management services to its clients including the Fund,
     shall open Nominal-Holder Securities Accounts under the joint names of the
     QFII and the Fund with the CSDCC and the designation of the QFII as part of
     the joint names of such securities account is for reference purposes only.
     The ownership of the assets credited in the Nominal-Holder Securities
     Accounts exclusively belongs to the Fund and is independent from the
     proprietary assets of the QFII and the QFII Custodian.

1.2  The QFII Measures and the CSRC Circular are valid under the PRC laws and
     shall apply to all situations where a fund is managed by a QFII. It is not
     limited to the

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     Investment Adviser and is binding on CSDCC and third parties such as
     creditors of the Investment Adviser.

1.3  By opening and maintaining the Nominal-Holder Securities Accounts in the
     joint names as set out in paragraph A.2(3) above, in accordance with the
     QFII Measures and the CSRC Circular, Investment Adviser as QFII has no
     ownership interest in any of the assets contained in the Securities
     Account.

1.4  Under the PRC laws, all rights and interests obtained by the QFII in the
     performance of its duties as the investment adviser acting for and on
     behalf of the Fund, belong to the Fund. Therefore, the Fund shall be the
     principal who is ultimately and exclusively entitled to the ownership and
     other rights and interests of the securities assets credited to the
     Nominal-Holder Securities Accounts.

1.5  Pursuant to the foregoing, the opening of the Nominal-Holder Securities
     Accounts in the joint names as set out in paragraph A.2(3) above, would
     under applicable PRC laws be sufficient for the securities assets credited
     to the Nominal-Holder Securities Accounts to be treated as being owned
     ultimately and exclusively by the Fund and not the Investment Adviser.

2.   With respect to the Custody Activities

     Under the PRC laws, the QFII (i.e. Investment Adviser) takes the role of an
     investor. Given that under the Custodian Arrangements, the Fund appoints
     the Global Custodian which in turn appoints the QFII Custodian to take the
     legal responsibilities for the custody and safe keeping of the assets
     invested via the QFII quota under the PRC laws: (a) the Investment Adviser
     shall not be treated as carrying on any custody or safe keeping activities
     in relation to the securities assets credited to the Nominal-Holder
     Securities Account; and (b) assuming that the laws of United States would
     treat the Fund as the owner of the securities assets held for it by the
     Global Custodian under the terms of the Custodian Arrangements, the
     securities assets credited to the Securities Account shall be treated as
     being owned ultimately and exclusively by the Fund and not the QFII
     Custodian or the Global Custodian.

3.   With respect to the cash in the Special RMB Accounts

     Opening and maintaining the Special RMB Accounts in the joint names of the
     QFII and the Fund as set out in paragraph A.2(4) above (with no objection
     from the CSRC or the PRC State Administration of Foreign Exchange) and in
     accordance with the terms of the Custodian Arrangements, would under the
     PRC laws be sufficient for the cash credited to the Special RMB Accounts to
     be treated as belonging ultimately and exclusively to the Fund assuming
     that the applicable laws of United States would treat the cash credited to
     the Special RMB Accounts as belonging to the Fund, and not the Investment
     Adviser.

4.   With respect to the tax ownership of the securities assets in the
     Nominal-Holder Securities Accounts for PRC tax purposes and the identity of
     the taxpayer for purposes

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     of any PRC taxes imposed with respect to gains, income, or revenue
     generated by the securities assets

     Under PRC tax law, notwithstanding that the Fund will be treated as
     ultimately and exclusively owning the securities assets credited to the
     Securities Account, the QFII will be treated as having tax ownership of the
     securities assets in the Nominal-Holder Securities Accounts for all PRC tax
     purposes. As a result, the Investment Adviser will be the taxpayer with
     respect to gains, income or revenue generated by the securities assets
     credited to the Nominal-Holder Securities Accounts. In the event PRC taxes
     are imposed with respect to: (i) gains generated from the disposition of
     securities assets (for enterprise income tax purposes), (ii) dividends,
     interest, or other income generated with respect to the holding of the
     securities assets (for enterprise income tax purposes), or (iii)
     transaction value of trades for securities assets (for stamp tax purposes)
     Investment Adviser will serve as the technical taxpayer, regardless of the
     identity of the withholding agent such as the QFII Custodian which may
     actually pay such taxes. Any taxes paid by the QFII Custodian or any other
     withholding agents for the Investment Adviser and all tax documentation and
     receipts related thereto will reflect the Investment Adviser as the
     taxpayer for PRC tax purposes.

5.   With respect to the PRC Law and this Opinion

     We are licensed to practise in the PRC and the foregoing opinion is limited
     to the laws, regulations, measures, rules, notices, circulars, guidelines,
     directions, orders or decrees of the PRC currently in force and publicly
     available on the date of this opinion and is subject to the following
     qualifications:

     (a)  We express no opinion as to any law other than the laws of the
          mainland territory of the PRC in force on the date of this opinion. In
          particular, we have made no investigations and we express no opinion
          as to the laws of the Special Administrative Regions of Hong Kong and
          Macao or of United States;

     (b)  This opinion is intended to be used in the context which is
          specifically referred to herein and each section should be treated as
          a whole regarding the same subject matter; and

     (c)  The PRC laws referred to herein are laws currently in force and there
          is no guarantee that any of such laws, or the interpretation thereof
          or enforcement therefor, will not be changed, amended or replaced in
          the immediate future or in the longer term with or without
          retrospective effect.

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This opinion is rendered solely to you in connection with the above matter and
at your request. This opinion may not be relied upon by you for any other
purpose or released upon by or furnished to any other person without our prior
written consent.

                                           Very truly yours,


                                                              TianYuan Law Firm


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