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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

To the Shareholders of Rockwell Diamonds Inc.

We have audited the accompanying consolidated balance sheets of
Rockwell Diamonds Inc. (the Company) as at February 29, 2008 and May 31, 2007
and the consolidated statements of operations and comprehensive loss,
shareholders equity and cash flows for the nine month period ended February 29,
2008 and the years ended May 31, 2007 and 2006. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform an audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the financial position of the
Company as at February 29, 2008 and May 31, 2007 and the results of its
operations and its cash flows for the nine month period ended February 29, 2008
and the years ended May 31, 2007 and 2006 in accordance with Canadian generally
accepted accounting principles.

As described in Note 16 to the consolidated financial
statements, the Company adopted Financial Accounting Standards Board
Interpretation No. 48 Accounting for Uncertainly in Income Taxes  an
interpretation of FASB Statement No. 109, on June 1, 2007.

We have also audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), the effectiveness of
the Companys internal control over financial reporting as of February 29, 2008,
based on criteria established in Internal Control  Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO), and our report dated May 20, 2008 expressed an unqualified opinion on
the Companys effectiveness of internal control over financial reporting.

|                  | **DAVIDSON**
      **& COMPANY LLP**
|----------------- | --------------------------------------
|                  |                                       
|Vancouver, Canada | Chartered Accountants                 
|                  |                                       
|May 20, 2008      |                                       



1200 - 609 Granville Street, P.O. Box 10372, Pacific Centre,
Vancouver, BC, Canada, V7Y 1G6 Telephone (604) 687-0947 Fax (604)
687-6172

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

To the Shareholders of Rockwell Diamonds Inc.

We have audited Rockwell Diamonds Inc.s (the Company)
internal control over financial reporting as of February 29, 2008, based on
criteria established in Internal Control  Integrated Frameworkissued by
the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The
Companys management is responsible for maintaining effective internal control
over financial reporting and for its assessment of the effectiveness of internal
control over financial reporting. Our responsibility is to express an opinion on
the Companys internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether effective internal control over financial reporting was maintained in
all material respects. Our audit of internal control over financial reporting
included obtaining an understanding of internal control over financial
reporting, assessing the risk that a material weakness exists, and testing and
evaluating the design and operating effectiveness of internal control based on
the assessed risk. Our audit also included performing such other procedures as
we considered necessary in the circumstances. We believe that our audit provides
a reasonable basis for our opinion.

A companys internal control over financial reporting is a
process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles. A
companys internal control over financial reporting includes those policies and
procedures that (1) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of the
assets of the company; (2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the companys assets that could have a
material effect on the financial statements.

Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material
respects, effective internal control over financial reporting as of February 29,
2008, based on the criteria established in Internal Control  Integrated
Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO).

We have also audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), the consolidated
balance sheets of the Company as of February 29, 2008 and May 31, 2007 and the
consolidated statements of operations and comprehensive loss, shareholders
equity and cash flows for the nine month period ended February 29, 2008 and the
years ended May 31, 2007 and 2006 and our report dated May 20, 2008 expressed an
unqualified opinion on those consolidated financial statements.

|                  | **DAVIDSON**
      **& COMPANY LLP**
|----------------- | --------------------------------------
|                  |                                       
|Vancouver, Canada | Chartered Accountants                 
|                  |                                       
|May 20, 2008      |                                       



1200 - 609 Granville Street, P.O. Box 10372, Pacific Centre,
Vancouver, BC, Canada, V7Y 1G6 Telephone (604) 687-0947 Fax (604)
687-6172

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