EXHIBIT 5.4


                      BAOCHENG LAWYER'S OFFICE OF GUANGDONG
                                  [LETTERHEAD]
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                                  Legal Letter

To:      Bonso Electronics (Shenzhen) Co., Ltd. (hereinafter called as
         Bonso Company)

     Entrusted by Bonso Electronics (Shenzhen) Co., Ltd., Guangdong Baocheng
Lawyers Office (hereinafter referred to as "Baocheng Office") shall provide
legal advisory paper for the following information given by Bonso Company in
accordance with the laws & regulations of the People's Republic of China on
foreign investment & the relevant laws & regulations of Shenzhen City.

     In order to provide the legal advisory paper, we have visited Bonso
Company, checked and examined the following documents given by Bonso Company:

1.   The certificate of approval for foreign enterprises (1994) No. 1032

2.   The business license for enterprises as legal person GSQDYSZZi No. 302966B.

3.   The Tax Registration Certificate of State & Local Taxes No.
     440306618881356.

4.   The customs registration certificate.

5.   The code certificate No. 61888135-6 of the organizational institutions of
     the People's Republic of China.

6.   The company's Articles of Association.

7.   The legal letter provided by Shenzhen Jinyuan Lawyers Office (hereinafter
     called as Jinyuan Office) on July 26, 1999.

8.   Shenzhen Dahuatiancheng Accounting Firm (hereinafter called as Dahua Firm)
     provided "2000 Auditing Report of Bonso Electronic (Shenzhen) Co., Ltd."
     (hereinafter called as Dahua Firm's Auditing Report) on April 2, 2001.




     Bonso Company guaranteed that it had provided Baocheng Lawyers Office with
the required, true, correct and complete information & all related facts for the
legal letter issued by Baocheng Lawyers Office. In consideration of the above
facts, investigation of legal items, examination of documents and check of
certificates and the guaranty of Bonso Company, Baocheng Office provided Bonso
Company with the following legal opinions:

1.   In 2000 Bonso Company's business license for enterprises as legal person
     was examined on time according to annual examination system for China
     enterprise legal person.

2.   Bonso Company's state/local tax registration certificates, code certificate
     of institutions, customs' registered certificates are within the effective
     period.

3.   Bonso Company is existing legal person of China enterprise, enjoying all
     legal person's function & rights and implementing the corresponding duties.

4.   According to Dahua Office's auditing report the total value of the
     company's assets is RMB 139,761,136.65 yuan and the accumulated total
     losses are RMB 5,594,067.50 yuan. The net profit of 2000 is RMB
     1,572,678.4.

     We consider: the audit of Bonso Company's 2000 year accounting statement
made by Dahua Office meets the related regulations of "The Accounting System for
Foreign-funded Enterprises" and "Accounting Criterion," truly reflecting the
company's financial conditions, business achievements, cash flow & foreign
exchange in the financial year of 2000.

     Dahua Office's examination report on Bonso Company's foreign exchange
statement shows that Bonso Company's operations in revenue and expenditure of
foreign exchange, loan, purchase & sale and finance in the fiscal year of 2000
are in conformity with the policies, laws and regulations of China's foreign
exchange control.




     In a word, Bonso Company is an existing Chinese company with a legal person
and its operation and management meet the requirements of Chinese laws,
regulations and policies.

     This legal letter is made in Chinese and English copies and if there are
some discrepancies in these two copies the Chinese copy shall govern.



                                   Guangdong Baocheng Lawyer's Office

                                   Chinese Certified Public Lawyers:

                                   Signature:
                                             -----------------------------------

                                   Signature:
                                             -----------------------------------

                                   Date:  August 8, 2001