Unassociated Document

EXHIBIT 5.1

HARNEYS Associated offices London Tel: +44 (0) 20 7440 8790 Fax: +44 (0) 20 7440 8791 Anguilla Tel: +1 264 498 5000 Fax: +1 264 498 5001			Harney Westwood & Riegels Craigmuir Chambers PO Box 71 Road Town, Tortola British Virgin Islands Tel: +1 284 494 2233 Fax: +1 284 494 3547 www.harneys.com
			Your Ref
23 March 2006			Our Ref 010145.1141-SDD

Highway Holdings Limited,

Suite 810, Level 8, Landmark North,

39 Lung Sum Avenue,

Sheung Shui,

New Territories,

Hong Kong

Dear Sirs

Highway Holdings Limited (the “Company”)

Registration Statement on Form S-8

We are British Virgin Islands counsel to the Company, a British Virgin Islands international business company. We have been asked to provide an opinion in relation to the filing of a Registration Statement (the "Registration Statement") on Form S-8 under the United States Securities Act of 1933, as amended (the "Securities Act"), registering 200,000 common shares of the Company (the "Common Shares") issuable upon exercise of options granted and to be granted under the Company's 1996 Stock Option Plan (the "Plan").

2.	For the purpose of this opinion, we have examined the following:

(a)

an electronic copy of the draft Registration Statement;

(b)

an electronic copy of the executed Plan;

(i)

acopy of the Memorandum and Articles of Association and Certificate of Incorporation of the Company available as a matter of public record at the Companies Registry, Road Town, Tortola, British Virgin Islands on 23 March 2006;

(ii)

an electronic copy of the minutes of meeting of the board of directors of the Company dated 29 May 2004 approving the issuance of the Common Shares (the “Directors’ Resolutions”);

(iii)

an original registered agent’s certificate (including a certified copy of the share register) dated 21 March 2006 identifying the directors of the Company, issued by HWR Services Limited, the Company’s registered agent (the “Registered Agent’s Certificate”); and

(iv)

the records of proceedings on file with, and available for inspection on 23 March 2006 at the High Court of Justice, British Virgin Islands.

3.	For the purposes of this opinion we have assumed without further enquiry:

(a)

the accuracy, completeness and, in the case of copies, conformity with the original(s) of all corporate minutes, resolutions, documents and records which we have seen and the accuracy of any and all representations of fact expressed in or implied by the documents we have examined;

(b)

the authenticity of all documents submitted to us as originals, the conformity with the originals thereof of all documents submitted to us as copies or drafts and the authenticity of such originals;

(c)

the genuineness of all signatures and seals; and

(d)

that the information appearing in the Registered Agent’s Certificate was correct on the date(s) on which the Directors’ Resolutions were executed, and that the Directors’ Resolutions remain in full force and effect.

Based on the foregoing, and subject to the qualifications expressed below, our opinion is that the Common Shares are duly authorized and, when issued pursuant to the exercise of options under the Plan and the payment of the purchase price therefor in full in cash in accordance with the terms of issuance of such Common Shares, will be validly issued, fully paid and nonassessable Common Shares.

5.	This opinion is confined to and given on the basis of the laws of the British Virgin Islands as they are in force at the date of this opinion. We have made no investigation of, and express no opinion on, the laws of any other jurisdiction.

6.	We hereby consent to the filing of this opinion as an Exhibit to the Registration Statement. This consent is not to be construed as an admission that we are a person whose consent is required to be filed with the Registration Statement under the provisions of the Securities Act.

Yours faithfully

/s/ HARNEY WESTWOOD & RIEGELS