GRAUBARD MILLER
                              THE CHRYSLER BUILDING
                              405 LEXINGTON AVENUE
                            NEW YORK, NEW YORK 10174


                                                        November 9, 2006

China Opportunity Acquisition Corp.
354 East 50th Street
New York, New York 10022

Dear Sirs:

      Reference is made to the Registration Statement on Form S-1 ("Registration
Statement") filed by China Opportunity Acquisition Corp. ("Company"), a Delaware
corporation, under the Securities Act of 1933, as amended ("Act"), covering (i)
6,000,000 Units, with each Unit consisting of one share of the Company's common
stock (6,000,000 shares), par value $.0001 per share (the "Common Stock"), and
warrants (12,000,000 warrants) ("Warrants") to purchase two shares of the
Company's Common Stock (12,000,000 Shares) to EarlyBirdCapital, Inc., the
underwriter (the "Underwriter"), (ii) up to 900,000 Units (the "Over-Allotment
Units") representing 900,000 shares of Common Stock and 1,800,000 Warrants (to
purchase 1,800,000 shares of Common Stock), which the Underwriter will have a
right to purchase from the Company to cover over-allotments, if any, (iii) up to
600,000 Units (the "Purchase Option Units") representing 600,000 shares of
Common Stock and 1,200,000 Warrants (to purchase 1,200,000 shares of Common
Stock), which the Underwriter will have the right to purchase ("Purchase
Option") for its own account or that of its designees, (iv) all shares of Common
Stock and all Warrants issued as part of the Units, Over-Allotment Units and the
Purchase Option Units and (v) all shares of Common Stock issuable upon exercise
of the Warrants included in the Units, Over-Allotment Units and Purchase Option
Units.

      We have examined such documents and considered such legal matters as we
have deemed necessary and relevant as the basis for the opinion set forth below.
With respect to such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as reproduced
or certified copies, and the authenticity of the originals of those latter
documents. As to questions of fact material to this opinion, we have, to the
extent deemed appropriate, relied upon certain representations of certain
officers and employees of the Company.

      Based upon the foregoing, we are of the opinion that:

      1.    The Units, the Over-Allotment Units, the Purchase Option Units, the
Warrants and the Common Stock to be sold to the Underwriter, when issued and
sold in accordance with and in the manner described in the Registration
Statement, will be duly authorized, validly issued, fully paid and non
assessable.







      2.    Each of the Purchase Option and Warrants constitutes legal, valid
and binding obligations of the Company, enforceable against it in accordance
with its terms, except (i) as limited by applicable bankruptcy, insolvency,
reorganization, moratorium, and other laws of general application affecting
enforcement of creditors' rights generally and (ii) as limited by laws relating
to the availability of specific performance, injunctive relief, or other
equitable remedies.

      We are opining solely on all applicable statutory provisions of Delaware
corporate law, including the rules and regulations underlying those provisions,
all applicable provisions of the Delaware Constitution and all applicable
judicial and regulatory determinations. We hereby consent to the use of this
opinion as an exhibit to the Registration Statement, to the use of our name as
your counsel and to all references made to us in the Registration Statement and
in the Prospectus forming a part thereof. In giving this consent, we do not
hereby admit that we are in the category of persons whose consent is required
under Section 7 of the Act, or the rules and regulations promulgated thereunder.

                                        Very truly yours,


                                        /s/ Graubard Miller