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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: Post-Effective Amendment to the Registration Statement on Form S-8
Ladies and Gentlemen
We have examined the Post-Effective Amendment to 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
6,730,215 shares of your Common Stock (the "Shares") under the 1995 Incentive
Stock Option Plan; the 1996 Incentive Stock Option Plan; the 1997 Incentive
Stock Option Plan; the 1998 Incentive Stock Option Plan and the 1999 Incentive
Stock Option Plan (the "Stock Plans"). 4,560,000 of the Shares are being
registered under the Reoffer Prospectus and will be reoffered and resold from
time to time by the selling shareholders of AsiaInfo Holdings, Inc. pursuant to
the Reoffer Prospectus. 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 Stock Plans and the reoffer and sale of certain Shares
pursuant to the Reoffer Prospectus.
It is our opinion that, when issued and sold in the manner described in the
Stock Plans and pursuant to the agreements which accompany each grant under the
Stock Plans, the Shares will be legally and validly issued, fully-paid and non-
assessable. It is also our opinion that, when certain of the Shares are
reoffered and sold in the manner described in the Reoffer Prospectus, those
Shares will be legally and validly reoffered and sold, fully-paid and
nonassessable.
We consent to the use of this opinion as an exhibit to the Post-Effective
Amendment to Registration Statement, and further consent to the use of our name
wherever appearing in the Post-Effective Amendment to Registration Statement and
any amendments thereto.
Very truly yours
/S/ CLIFFORD CHANCE
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CLIFFORD CHANCE
