EXHIBIT 5.1


                 [Letterhead of Stubbs Alderton & Markiles, LLP]

October 7, 2004



Kiwa Bio-Tech Products Group Corporation
17700 Castleton Street, Suite 589
City of Industry, California  91748

Ladies/Gentlemen:

         At your request,  we have examined the  Registration  Statement on Form
S-8 (the  "Registration  Statement") to which this letter is attached as Exhibit
5.1 filed by Kiwa Bio-Tech Products Group  Corporation,  a Delaware  corporation
(the  "Company"),  in order to register  under the  Securities  Act of 1933,  as
amended  (the  "Act"),  565,000  shares  of  common  stock of the  Company  (the
"Shares"),  issuable pursuant to certain consultant agreements identified in the
Registration Statement. The shares consist of (a) 200,000 shares issuable to Amy
L. Yi for services,  (b) 200,000 shares issuable to Barry R. Clark for services,
and (c) 165,000 shares issuable to Robert Sullivan for services.

         We have  examined  originals  or  certified  copies  of such  corporate
records of the Company and other  certificates and documents of officials of the
Company,  public officials and others as we have deemed appropriate for purposes
of  this  letter.  We  have  assumed  the  genuineness  of all  signatures,  the
authenticity  of all documents  submitted to us as originals,  the conformity to
authentic  original  documents of all copies  submitted  to us as conformed  and
certified or reproduced copies.

         We are of the  opinion  that the Shares have been duly  authorized  and
upon issuance and sale in conformity  with and pursuant to the  agreements,  the
Shares will be validly issued, fully paid and non-assessable.

         We consent to the use of this opinion as an Exhibit to the Registration
Statement  and to the use of our  name  in the  Prospectus  constituting  a part
thereof.


                                            Respectfully submitted,

                                            /s/ Stubbs Alderton & Markiles, LLP
                                            ------------------------------------
                                            STUBBS ALDERTON & MARKILES, LLP