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|DAVIDSON & COMPANY LLP |                       |  | A Partnership of Incorporated Professionals
|---------------------- | --------------------- |  | -------------------------------------------
|                       | Chartered Accountants | 



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      |                         



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|DAVIDSON & COMPANY LLP |                       |  | A Partnership of Incorporated Professionals
|---------------------- | --------------------- |  | -------------------------------------------
|                       | Chartered Accountants | 



REPORT OF INDEPENDENT  REGISTEREDPUBLIC 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      |                         



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