EXHIBIT 5.1

                  [KUMMER KAEMPFER BONNER & RENSHAW LETTERHEAD]

February 7, 2005

Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C.  20549

RE:      CHINA DIGITAL WIRELESS, INC.
         REGISTRATION STATEMENT ON FORM SB-2 (FILE NO. 333-120431)

Ladies and Gentlemen:

We have acted as special  Nevada  counsel for China  Digital  Wireless,  Inc., a
Nevada  corporation  (the  "Company"),   in  connection  with  the  Registration
Statement on Form SB-2 (the "Registration  Statement") filed by the Company with
the Securities and Exchange Commission (the "Commission") covering the offer and
sale of 2,737,381  shares (the "Shares") of the Company's  common stock,  $0.001
par value per share  ("Common  Stock"),  to be sold by the selling  stockholders
identified in the Registration Statement.

We have examined all instruments,  documents and records that we deemed relevant
and  necessary  for the  basis of our  opinion  hereinafter  expressed.  In such
examination,  we  have  assumed  the  genuineness  of  all  signatures  and  the
authenticity of all documents submitted to us as originals and the conformity to
the originals of all documents  submitted to us as copies.  We have also assumed
that a sufficient  number of shares of common stock are authorized and available
for  issuance of the  Shares.  With  respect to matters of fact  relevant to our
opinion,  we have relied upon  representations  made by the Company in documents
examined by us and  representations  of the  Company's  officers.  The foregoing
opinion is limited to the Nevada Revised Statutes of the State of Nevada.

Based on such examination and subject to the limitations  hereinabove  provided,
we are of the opinion that,  under the laws of the State of Nevada and under the
Company's  articles of incorporation and the Company's  bylaws,  the Company had
the full  power and  authority  to issue the  Shares  and that such  Shares  are
validly authorized, legally issued, fully paid and non-assessable.

We hereby  consent to the filing of the  foregoing  opinion as an exhibit to the
Registration Statement, as filed with the Commission under the Securities Act of
1933, as amended (the "Act"),  and to the use of our firm name under the caption
"Legal  Matters" in such  registration  statement.  It is  understood  that this
opinion is to be used only in  connection  with the offer and sale of the Shares
while this Registration Statement is in effect.

Very truly yours,

/s/ KUMMER KAEMPFER BONNER & RENSHAW