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Exhibit 5.1
August 28, 2000
AsiaInfo Holdings, Inc.
c/o AsiaInfo Technologies(China), Inc.
4th Floor, Zhongdian Information Tower
No. 18 Baishiqiao Road
Haidian District
Beijing 100086, China
Re: Registration Statement on Form S-8
Ladies and Gentlemen
We have examined the Registration Statement on Form S-8 to be filed by you
with the Securities and Exchange Commission on or about August 28, 2000 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of an aggregate of 3,168,000 shares of your
Common Stock (the "Shares") under the 1999 Incentive Stock Option Plan as
amended, 424,800 shares of your Common Stock under the 1997 Incentive Stock
Option Plan and 2,663,057 restricted shares issued to employees under various
employee benefit plans prior to the filing of the Registration Statement on Form
S-8 (No. 333-39366) on June 15, 2000 with the Securities and Exchange Commission
(together the "Plans"). Certain of the Shares are being offered and sold by the
Company pursuant to the Plans and certain of the Shares are being registered for
resale by certain Stockholders of the Company and are being offered pursuant to
the reoffer prospectus included in the Registration Statement. As your counsel
in connection with this transaction, we have examined the proceedings taken and
are familiar with the proceedings proposed to be taken by you in connection with
the issuance and sale of the Shares pursuant to the Plans and reoffer
prospectus.
It is our opinion that, when issued and sold in the manner described in the
Plans and the reoffer prospectus and pursuant to the agreements which accompany
each grant under the Plans and the reoffer prospectus, the Shares will be
legally and validly issued, fully-paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement and any amendments thereto.
Very truly yours
/S/ CLIFFORD CHANCE
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CLIFFORD CHANCE
