In Han Feizi’s thought, fa (法), one of the critical ruling tools, refers to a “standard (laws)” by which a ruler governs his people and an “administrative method” by which he controls ministers. There are two opposing arguments with regard to the source of law in Han Feizi’s view. The first group regard Han Feizi as a natural legal theorist because the law is founded on Dao (道); the second group state that Han Feizi’s theory of law is positive because the ultimate source of law comes from orders of a sovereignty. The second position, in particular, holds that Han Feizi’s theory of law is similar to that expressed in Huang di si jing while categorizing Han Fei as a Huang-Laoist or Dao-Faist. For the beginning of “Jing fa” of the Huang di si jing records that Dao gives birth to fa. This article will examine Han Feizi’s theory of law by analyzing chapters of “Zhu dao,” “Yang quan,” “Jie lao” and “Da ti” of his work with emphasis on the relationship between Dao and fa. In addition, it will also discuss whether it is convincing to consider Han Feizi as a Huang-Laoist.