Exhibit 5.2


                                                                   June 12, 2008


Suntech Power Holdings Co., Ltd.
17-6 Changjiang South Road
New District, Wuxi
Jiangsu Province 214028
People's Republic of China


Ladies and Gentlemen:

     We have acted as United States counsel to Suntech Power Holdings Co., Ltd.,
a Cayman Islands exempted company incorporated with limited liability (the
"Company"), in connection with the Registration Statement on Form F-3 (the
"Registration Statement") filed by the Company with the U.S. Securities and
Exchange Commission (the "Commission") under the U.S. Securities Act of 1933,
as amended, relating to the registration by the Company of $575,000,000
aggregate principal amount of 3.00% Convertible Senior Notes due 2013
(the "Securities") for resales by the holders of the Securities, pursuant
to the Registration Rights Agreement dated as of March 17, 2008, among the
Company, Goldman Sachs (Asia) L.L.C., ABN AMRO Bank N.V., Hong Kong Branch and
UBS Securities LLC. The Securities were issued under the Indenture (the
"Indenture") dated as of March 17, 2008, between the Company, Wilmington Trust
Company, as trustee (the "Trustee") and as securities agent (the "Securities
Agent").

     We have examined the Registration Statement and the Indenture, which
has been filed with the Commission as an exhibit to the Registration Statement.
We also have examined the originals, or duplicates or certified or conformed
copies, of such corporate and other records, agreements, documents and
other instruments and have made such other investigations as we have deemed
relevant and necessary in connection with the opinions hereinafter set forth. As
to questions of fact material to this opinion, we have relied upon certificates
or comparable documents of public officials and of officers and representatives
of the Company.

     In rendering the opinion set forth below, we have assumed the genuineness
of all signatures, the legal capacity of natural persons, the authenticity of
all documents submitted to us as originals, the conformity to original documents
of all documents submitted to us as duplicates or certified or conformed copies
and the authenticity of the originals of such latter documents. We





have also assumed that (1) the Company is validly existing under the law of the
Cayman Islands, (2) the Company has duly authorized, executed and delivered the
Indenture and the Securities in accordance with its Second Amended and Restated
Memorandum and Articles of Association and the law of the Cayman Islands, (3)
the execution, delivery and performance by the Company of the Indenture and the
Securities did not and will not violate the law of the Cayman Islands or any
other applicable laws (except that no such assumption is made with respect to
the law of the State of New York and the federal law of the United States) and
(4) the execution, delivery and performance by the Company of the Indenture and
the Securities did not and will not constitute a breach or violation of any
agreement or instrument that is binding upon the Company. In addition, we have
assumed that the Indenture is the valid and legally binding obligation of the
Trustee and the Securities Agent.

     Based upon the foregoing, and subject to the qualifications, assumptions
and limitations stated herein, we are of the opinion that the Securities
constitute valid and legally binding obligations of the Company enforceable
against the Company in accordance with their terms.

     Our opinion set forth above is subject to (i) the effects of bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other similar
laws relating to or affecting creditors' rights generally, (ii) general
equitable principles (whether considered in a proceeding in equity or at law),
(iii) an implied covenant of good faith and fair dealing and (iv) to the effects
of the possible judicial application of foreign laws or foreign governmental or
judicial action affecting creditors' rights.

     We do not express any opinion herein concerning any law other than the law
of the State of New York and the federal law of the United States.

     We hereby consent to the filing of this opinion letter as Exhibit 5.2 to
the Registration Statement and to the use of our name under the caption "Legal
Matters" in the Prospectus included in the Registration Statement.


                                          Very truly yours,

                                          /s/ Simpson Thacher & Bartlett LLP
                                          ----------------------------------
                                          SIMPSON THACHER & BARTLETT LLP