EX-5.1 OPINION OF CONYERS,DILL & PEARMAN,CAYMAN

Exhibit 5.1

[ ] January 2008

ATA Inc.
[Address]


Dear Sirs,

ATA INC. (THE "COMPANY")

We have acted as special Cayman legal counsel to the Company in connection with
the public offering of American Depositary Shares representing common shares
issued by the Company (the "SHARES") as described in the prospectus contained in
the Company's registration statement on Form F-1, as amended to date (the
"REGISTRATION STATEMENT") filed by the Company under the United States
Securities Act 1933 (the "SECURITIES ACT") with the United States Securities and
Exchange Commission (the "COMMISSION").

For the purposes of giving this opinion, we have examined a Certificate of Good
Standing issued by the Registrar of Companies in relation to the Company on [ ]
January 2008 (the "Certificate Date") and a copy of the Registration Statement.
We have also reviewed the memorandum of association and the articles of
association of the Company, each adopted by the shareholders of the Company on [
] January 2008 to be effective conditionally and immediately upon commencement
of the trading of the Company's American Depositary Shares representing the
Shares on The NASDAQ Global Market, copies of written resolutions of the members
of the Company dated [ ] January 2008 and written resolutions of the board of
directors of the Company dated [ ] January 2008 and such other documents and
made such enquiries as to questions of law as we have deemed necessary in order
to render the opinion set forth below.

We have assumed (a) the genuineness and authenticity of all signatures and the
conformity to the originals of all copies (whether or not certified) examined by
us and the authenticity and completeness of the originals from which such copies
were taken, (b) the accuracy and completeness of all factual representations
made in the Registration Statement and other documents reviewed by us, and (c)
that upon issue of any Shares to be sold by the Company the Company will receive
consideration for the full issue price thereof which shall be equal to at least
the par value thereof.

We have made no investigation of and express no opinion in relation to the laws
of any jurisdiction other than the Cayman Islands. This opinion is to be
governed by and construed in accordance with the laws of Cayman Islands and is
limited to and is given on the basis of the current law and practice in the
Cayman Islands. This opinion is issued solely for the purposes of the filing of
the Registration Statement and the offering of the Shares by the Company and is
not to be relied upon in respect of any other matter.

On the basis of and subject to the foregoing, we are of the opinion that:

Conyers Dill & Pearman

ATA Inc.
[ ] January 2008

1. As at the Certificate Date, the Company is duly incorporated and existing
under the laws of the Cayman Islands in good standing (meaning solely that
it has not failed to make any filing with any Cayman Islands government
authority or to pay any Cayman Islands government fee which would make it
liable to be struck off by the Registrar of Companies and thereby cease to
exist under the laws of the Cayman Islands).

2. When issued and paid for as contemplated by the Registration Statement, the
Shares will be validly issued, fully paid and non-assessable (which term
means when used herein that no further sums are required to be paid by the
holders thereof in connection with the issue of such Shares).

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to our firm under the captions
"Enforceability of Civil Liabilities" and "Taxation" in the prospectus forming a
part of the Registration Statement. In giving this consent, we do not hereby
admit that we are experts within the meaning of Section 11 of the Securities Act
or that we are within the category of persons whose consent is required under
Section 7 of the Securities Act or the Rules and Regulations of the Commission
promulgated thereunder.


Yours faithfully,



CONYERS DILL & PEARMAN