[Letterhead of Ziegler, Ziegler & Associates LLP]





                                   May 1, 2003

JPMorgan Chase Bank,  as Depositary
1 Chase Manhattan Plaza
New York, New York 10081

                           American Depositary Shares
                    evidenced by American Depositary Receipts
                             for deposited Shares of
                        Johnson Electric Holdings Limited

Dear Sirs:

          Referring to the Registration Statement on Form F-6 relating to the
above-entitled American Depositary Shares ("ADSs") evidenced by American
Depositary Receipts ("ADRs") each ADS representing ten ordinary shares of
Johnson Electric Holdings Limited (the "Company"), a corporation incorporated
under the laws of Bermuda. Capitalized terms used herein that are not herein
defined shall have the meanings assigned to them in the Deposit Agreement
appearing, or incorporated by reference, in Exhibit (a) to the Registration
Statement.

          We are of the opinion that the ADSs covered by the Registration
Statement, when issued in accordance with the terms of the Deposit Agreement,
will, when sold, be legally issued and will entitle the holders thereof to the
rights specified in the Deposit Agreement and the ADRs.

          The foregoing opinion is limited to the Federal laws of the United
States and the laws of the State of New York, and we are expressing no opinion
as to the effect of the laws of any other jurisdiction.

          We hereby consent to the use of this opinion as Exhibit d of the
above-mentioned Registration Statement. In giving such consent, we do not admit
thereby that we are within the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended.

                                         Very truly yours,


                                         /s/Ziegler, Ziegler & Associates LLP