EX-8.1 OPINION OF O'MELVENY & MYERS LLP
Published on January 16, 2008
Exhibit 8.1
[O'MELVENY & MYERS LLP LETTERHEAD]
January 16, 2008
ATA INC.
- --------
8th Floor, Tower E
6 Gongyuan West Street
Jian Guo Men Nei
Beijing 100005, China
RE: AMERICAN DEPOSITARY SHARES (THE "ADSs"), EACH REPRESENTING TWO
COMMON SHARES OF ATA INC. (THE "COMPANY")
Ladies and Gentlemen:
We have acted as counsel to the Company, a Cayman Islands company, in
connection with the filing of a Registration Statement on Form F-1 (the "F-1
Registration Statement") with the Securities and Exchange Commission on January
8, 2008 (File No. 333-148512), for registration under the Securities Act of
1933, as amended (the "Act"), of ADSs in an initial public offering. You have
requested our opinion concerning statements in the "Taxation -- United States
Federal Income Taxation" section of the F-1 Registration Statement.
In our capacity as counsel to the Company, we have examined originals or
copies of those corporate and other documents we considered appropriate,
including the F-1 Registration Statement and the forms of agreements attached as
exhibits thereto and such other records, documents, certificates or other
instruments as in our judgment were necessary or appropriate to enable us to
render the opinion expressed below. We have assumed the genuineness of all
signatures, the legal capacity of all natural persons, the authenticity of all
documents submitted to us as originals and the conformity with originals of all
documents submitted to us as copies. We have also assumed that the transactions
described in the F-1 Registration Statement and the forms of agreements attached
as exhibits thereto will be performed in the manner described therein. We have
further relied on representations provided by the Company to us regarding the
nature and structure of the Company's business. We have not made an independent
investigation of documents submitted or facts represented to us.
On the basis of the foregoing and our consideration of those questions of
law we considered relevant, and subject to the limitations, qualifications, and
assumptions set forth in this opinion, we confirm that the discussion in the
"Taxation -- United States Federal Income Taxation" section of the F-1
Registration Statement is an accurate summary of the material U.S. federal
income tax consequences of the acquisition, ownership and disposition of the
ADSs under currently applicable law, and, to the extent that it constitutes
matters of U.S. federal income tax law or legal conclusions relating to the U.S.
federal income tax laws of the United States and subject to the qualifications
therein, represents our opinion.
Our opinion is based on the existing provisions of the U.S. Internal
Revenue Code of
1986, as amended, and regulations thereunder (both final and
proposed) and other applicable authorities in effect as of the date hereof, all
of which are subject to change, possibly with retroactive effect. We express no
opinion with respect to other U.S. federal laws, the laws of any state, the laws
of any foreign country or any other jurisdiction or as to any matters of
municipal law or the laws of any other local agencies within any state. No
opinion is expressed as to any matter not discussed herein. Our opinion is
rendered to the Company as of the date of this letter and we undertake no
obligation to update it subsequent to the date of this letter. Any changes or
differences in the facts from those disclosed in the F-1 Registration Statement
will affect our opinion.
The above opinion is provided to the Company for the Company's use in
connection with the transactions that are the subject of the "Taxation -- United
States Federal Income Taxation" section of the F-1 Registration Statement.
We consent to the Company's use of this opinion as an Exhibit to the F-1
Registration Statement and to the Company's reference to our name in the
"Taxation -- United States Federal Income Taxation" section of the F-1
Registration Statement. In giving such consent, we do not thereby concede that
we are within the category of persons whose consent is required under Section 7
of the Act or the rules and regulations of the Securities and Exchange
Commission thereunder.
Respectfully submitted,
/s/ O'MELVENY & MYERS LLP
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