EXHIBITS 5.1 AND 23.1


                            SCHNEIDER WEINBERGER LLP
                           2499 GLADES ROAD, SUITE 108
                            BOCA RATON, FLORIDA 33431


                                                     July 17, 2003

Room 2105, West Tower, Shun Tak Centre
200 Connaught Road C.
Sheung Wan, Hong Kong

         RE:      REGISTRATION STATEMENT ON FORM S-8 (THE "REGISTRATION
                  STATEMENT"); CHINA RESOURCES DEVELOPMENT, INC. (THE "COMPANY")

Gentlemen:

         This opinion is submitted pursuant to the applicable rules of the
Securities and Exchange Commission in connection with the registration of an
aggregate of 209,455 shares (the "Shares") of the Company's common stock, $.001
par value per share ("Common Stock"), upon the exercise of options granted under
the Company's Restated 1995 Stock Option Plan (the "Plan"), all as described in
the Registration Statement.

         In connection therewith, we have examined and relied upon original,
certified, conformed, photostat or other copies of (a) the Certificate of
Incorporation, as amended, and Bylaws of the Company; (b) resolutions of the
Board of Directors of the Company authorizing the Plan and the issuance of the
Shares; (c) the Registration Statement and the exhibits thereto; (d) the Plan
itself; and (e) such other matters of law as we have deemed necessary for the
expression of the opinion herein contained. In all such examinations, we have
assumed the genuineness of all signatures on original documents, and the
conformity to originals or certified documents of all copies submitted to us as
conformed, photostat or other copies. In passing upon certain corporate records
and documents of the Company, we have necessarily assumed the correctness and
completeness of the statements made or included therein by the Company, and we
express no opinion thereon. As to the various questions of fact material to this
opinion, we have relied, to the extent we deemed reasonably appropriate, upon
representations or certificates of officers or directors of the Company and upon
documents, records and instruments furnished to us by the Company, without
independently checking or verifying the accuracy of such documents, records and
instruments.

         Based upon and subject to the foregoing, we are of the opinion that the
Shares, when issued in accordance with their terms and upon receipt by the
Company of the agreed upon consideration therefore, will be legally issued,
fully paid and non-assessable.

          We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.

                                   Sincerely,

                                   SCHNEIDER WEINBERGER LLP

                                   /s/ Schneider Weinberger LLP