EX-8.2 OPINION OF CONYERS,DILL & PEARMAN

Exhibit 8.2


[ ] January 2008

ATA Inc.
[Address]


Dear Sirs,

ATA INC. (THE "COMPANY")

We have acted as special Cayman Islands legal counsel to the Company in
connection with a public offering of certain common shares in the Company in
the form of American Depositary Shares (the "Shares") as described in the
prospectus (the "Prospectus") contained in the Company's registration statement
on Form F-1 to be filed with the United States Securities and Exchange
Commission (the "Registration Statement", which term does not include any
exhibits thereto).

For the purposes of giving this opinion, we have examined and relied upon copies
of the following documents:

(i) the Registration Statement to be filed by the Company under the United
States Securities Act of 1933 with the United States Securities and
Exchange Commission on [o], 2008; and

(ii) a draft of the Prospectus contained in the Registration Statement.

We have also reviewed and relied upon (1) the memorandum of association and the
articles of association of the Company, (2) a copy of an undertaking from the
Governor-in-Council of the Cayman Islands under the Tax Concessions Law (1999
Revision) dated 3 October, 2006, and (3) 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 (i) the genuineness and authenticity of all signatures, stamps
and seals and the conformity to the originals of all copies of documents
(whether or not certified) examined by us and the authenticity and completeness
of the originals from which such copies were taken; (ii) the accuracy and
completeness of all factual representations made in the Prospectus and
Registration Statement and other documents reviewed by us, (iii) that there is
no provision of the law of any jurisdiction, other than the Cayman Islands,
which would have any implication in relation to the opinions expressed herein;
(iv) the validity and binding effect under the laws of the United States of
America of the Registration Statement and the Prospectus

Conyers Dill & Pearman

ATA Inc.
[ ] January 2008
Page 2

and that the Registration Statement will be duly filed with or declared
effective by the United States Securities and Exchange Commission; and (v) that
the Prospectus, when published, will be in substantially the same form as that
examined by us for purposes of this opinion.

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 the Cayman Islands and
is limited to and is given on the basis of the current law and practice in the
Cayman Islands.

On the basis of and subject to the foregoing, we are of the opinion that the
statements relating to certain Cayman Islands tax matters set forth under the
caption "Management's discussion and analysis of financial condition and results
of operations - Taxation" and "Taxation - Cayman Islands taxation" in the
Prospectus are true and accurate based on current law and practice at the date
of this letter and that such statements constitute our opinion.

We hereby consent to the filing with the United States Securities and Exchange
Commission of this letter as an exhibit to the Registration Statement of which
the Prospectus is a part, and the reference to us under the captions "Taxation",
"Legal Matters" and "Enforceability of Civil Liabilities" in the Prospectus
contained in the Registration Statement. In giving the foregoing consent, we do
not admit that we are within the category of persons whose consent is required
under section 7 of the United States Securities Act of 1933.

Yours faithfully,



CONYERS DILL & PEARMAN