[Form of Depository Counsel's Opinion]

             [Subject to PBWT Internal Opinion Clearance Procedures]

                                June [date], 2004

Citibank, N.A. - ADR Department
111 Wall Street
New York, New York 10023

Ladies and Gentlemen:

      We refer to the Registration Statement on Form F-6 (the "Registration
Statement") to be filed with the Securities and Exchange Commission (the "SEC")
by the legal entity created by the Deposit Agreement (as hereinafter defined)
for the purpose of registering under the Securities Act of 1933, as amended (the
"Securities Act"), 100,000,000 American Depositary Shares (the "ADSs") to be
issued under the Deposit Agreement, by and among Citibank, N.A., as Depositary,
KongZhong Corporation, a company organized under the laws of the Cayman Islands
(the "Company"), and the Holders and Beneficial Owners from time to time of ADSs
issued thereunder, a draft copy of which is being filed as Exhibit (a) to the
Registration Statement (the "Deposit Agreement"). Each ADS will represent,
subject to the terms and conditions of the Deposit Agreement and representing
such ADS, [ratio] ordinary shares, par value per share $0.0000005, of the
Company (the "Shares").

      Assuming that, at the time of their issuance, the Registration Statement
will have been declared effective by the SEC, the Deposit Agreement will have
been duly executed and delivered, and the Shares will have been legally issued,
we are of the opinion that the ADSs, when issued in accordance with the terms of
the Deposit Agreement and the Registration Statement, will be legally issued and
will entitle the Holders (as such term is defined in the Deposit Agreement) to
the rights specified in the Deposit Agreement and, if applicable, the applicable
American Depositary Receipt(s).



      This opinion is limited to the laws of the State of New York and the
Federal laws of the United States. Without admitting that we are within the
category of persons whose consent is required under Section 7 of the Securities
Act, we hereby consent to the use of this opinion as Exhibit (d) to the
Registration Statement.

                                    Very truly yours,

                                    PATTERSON, BELKNAP, WEBB & TYLER LLP


                                    By:
                                        ----------------------------------------
                                        A Member of the Firm


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