EXHIBIT 8.1

21 February, 2007

Xinhua Finance Media Limited       DIRECT LINE: 2842 9556
Rooms 3905-3909                    E-MAIL:
Tower 1, Grand Gateway             Christopher.Bickley@conyersdillandpearman.com
1 Hongqiao Lu
Shanghai                           OUR REF: CWHB/kt/231612 (M#870849)
200030                             YOUR REF:
P.R.C.


Dear Sirs,

XINHUA FINANCE MEDIA LIMITED (THE "COMPANY")

We have acted as special Cayman Islands legal counsel to the Company in
connection with an initial public offering of certain Class A ordinary shares in
the Company in the form of American Depositary Shares (the "Shares") as
described in the prospectus (the "Prospectus") contained in the Company's
registration statement on Form F-1 filed with the United States Securities and
Exchange Commission (the "Registration Statement" which term does not include
any exhibits thereto).

For the purposes of giving this opinion, we have examined and relied upon copies
of the following documents:

(i)  the  Registration  Statement  to be filed by the  Company  under the United
     States Securities Act of 1933 (the "Securities Act") with the United States
     Securities and Exchange  Commission  (the  "Commission")  on 21 February,
     2007, as amended; and

(ii) a draft of the prospectus (the "Prospectus")  contained in the Registration
     Statement.

We have also reviewed and relied upon (1) the memorandum of association and the
articles of association of the Company, (2) a copy of an undertaking from the
Governor-in-Council of the Cayman Islands under the Tax Concessions Law (1999
Revision) dated 6 December, 2005, and (3) such other documents and made such
enquiries as to questions of law as we have deemed necessary in order to render
the opinion set forth below.

We have assumed (i) the genuineness and authenticity of all signatures, stamps
and seals and the conformity to the originals of all copies of documents
(whether or not certified) examined by us and the authenticity and completeness
of the originals from which such copies were taken; (ii) the accuracy and
completeness of all factual representations made in the Prospectus and
Registration Statement and other documents reviewed by us, (iii) that there is
no provision of the law of any jurisdiction, other than the Cayman Islands,



                                                                          1 of 2


                                                          Conyers Dill & Pearman

Xinhua Finance Media Limited
February 21, 2007


which would have any implication in relation to the opinions expressed herein;
(iv) the validity and binding effect under the laws of the United States of
America of the Registration Statement and the Prospectus and that the
Registration Statement will be duly filed with or declared effective by the
Commission; and (v) that the Prospectus, when published, will be in
substantially the same form as that examined by us for purposes of this opinion.

We have made no investigation of and express no opinion in relation to the laws
of any jurisdiction other than the Cayman Islands. This opinion is to be
governed by and construed in accordance with the laws of the Cayman Islands and
is limited to and is given on the basis of the current law and practice in the
Cayman Islands.

On the basis of and subject to the foregoing, we are of the opinion that the
statements relating to certain Cayman Islands tax matters set forth under the
caption "Taxation - Cayman Islands taxation" in the Prospectus is true and
accurate based on current law and practice at the date of this letter and that
such statements constitute our opinion.

We hereby consent to the filing with the Securities and Exchange Commission of
this letter as an exhibit to the Registration Statement of which the Prospectus
is a part, and the reference to us under the captions "Taxation", "Legal
matters" and "Enforcement of civil liabilities" in the Prospectus contained in
the Registration Statement. In giving the foregoing consent, we do not admit
that we are within the category of persons whose consent is required under
section 7 of the United States Securities Act of 1933.

Yours faithfully,

/s/ Conyers Dill & Pearman

Conyers Dill & Pearman



                                                                          2 of 2