EXHIBIT 5.1

21 February, 2007

Xinhua Finance Media Limited       DIRECT LINE: 2842 9556
Rooms 3905-3909                    E-MAIL:
Tower 1, Grand Gateway             Christopher.Bickley@conyersdillandpearman.com
1 Hongqiao Lu
Shanghai 200030                    OUR REF: CWHB/kt/231420 (M#870849)
P.R.C.                             YOUR REF:

Dear Sirs,


XINHUA FINANCE MEDIA LIMITED (THE "COMPANY")

We have acted as special Cayman Islands legal counsel to the Company in
connection with a registration statement on Form F-1 to be filed with the U.S.
Securities and Exchange Commission (the "Commission") (the "Registration
Statement", which term does not include any other document or agreement whether
or not specifically referred to therein or attached as an exhibit or schedule
thereto), relating to the registration under the U.S. Securities Act of 1933, as
amended (the "Securities Act") of common shares, par value US$0.001 to be
offered by the Company (the "Common Shares").

For the purposes of giving this opinion, we have examined a copy of the
Registration Statement. We have also reviewed the memorandum of association and
articles of association of the Company, each certified by the Secretary of the
Company on 21 February, 2007, copies of minutes of a meeting of the members of
the Company held on 7 February, 2007 and minutes of a meeting of the board of
directors of the Company held on 21 February, 2007 (together, the "Minutes"), a
certificate of good standing issued by the Registrar of Companies in relation to
the Company on 16 February, 2007 (the "Certificate Date") and 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 (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 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 other
documents reviewed by us; and (d) that there is no provision of the law of any
jurisdiction, other than the Cayman Islands, which would have any implication in
relation


                                                          Conyers Dill & Pearman

Xinhua Finance Media Limited
February 21, 2007
Page 2


to the opinions expressed herein.

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 the purposes of filing the
Registration Statement and the offering of the Common Shares by the Company is
not to be relied upon in respect of any other matter.

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

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

2.   The  issue  of the  Common  Shares  as  contemplated  by  the  Registration
     Statement has been duly authorised by the Company and, when issued and paid
     for as contemplated by the Registration  Statement,  the Common 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 hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to our firm under the captions
"Enforceability of Civil Liabilities" and "Legal Matters" in the prospectus
forming a part of the Registration Statement. In giving this consent, we do not
hereby admit that we are experts within the meaning of Section 11 of the
Securities Act or that we are within 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