[LETTERHEAD OF PATTERSON BELKNAP WEBB & TYLER LLP]

January 14, 2008

Citibank, N.A. - ADR Department
388 Greenwich Street
New York, New York 10013

Ladies and Gentlemen:

We refer to the Registration Statement on Form F-6 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission (the "SEC") by the legal entity created by the Deposit Agreement (as
hereinafter defined) for the purpose of registering under the U.S. Securities
Act of 1933, as amended (the "Securities Act"), 100,000,000 American Depositary
Shares (the "ADSs") to be issued under the Deposit Agreement, by and among
Citibank, N.A., as Depositary, ATA Inc., a company incorporated under the laws
of the Cayman Islands (the "Company"), and all Holders and Beneficial Owners
(each as defined in the Deposit Agreement and hereinafter used as so defined) of
ADSs issued thereunder, a draft copy of which is being filed as Exhibit (a) to
the Registration Statement (the "Deposit Agreement"). Each ADS will represent,
subject to the terms and conditions of the Deposit Agreement and, if applicable,
the American Depositary Receipt ("ADR") representing such ADS, one common share,
par value US$0.01 per common share of the Company (the "Shares").

Nothing contained herein or in any document referred to herein is
intended by this firm to be used, and the addressees hereof cannot use anything
contained herein or in any document referred to herein, as "tax advice" (within
the meaning given to such term by the U.S. Internal Revenue Service ("IRS") in
IRS Circular 230 and any related interpretative advice issued by the IRS in
respect of IRS Circular 230 prior to the date hereof, and hereinafter used
within such meaning and interpretative advice). Without admitting that anything
contained herein or in any document referred to herein constitutes "tax advice"
for any purpose, notice is hereby given that, to the extent anything contained
herein or in any document referred to herein constitutes, or is or may be
interpreted by any court, by the IRS or by any other administrative body to
constitute, "tax advice," such "tax advice" is not intended or written to be
used, and cannot be used, for the purpose of (i) avoiding penalties under the
U.S. Internal Revenue Code of 1986, as amended, or (ii) promoting, marketing or
recommending to any party any transaction or matter addressed herein.

Assuming that, at the time of their issuance, the Registration
Statement will have been declared effective by the SEC, the Deposit Agreement
will have been duly executed and delivered, and the Shares will have been
legally issued, we are of the opinion that the ADSs, when issued in accordance
with the terms of the Deposit Agreement and the Registration Statement, will be
legally issued and will entitle the Holders to the rights specified in the
Deposit Agreement and, if applicable, the applicable ADR(s).


Citibank, N.A. - ADR Department
Page 2

This opinion is limited to the laws of the State of New York and the
Federal laws of the United States. Without admitting that we are within the
category of persons whose consent is required under Section 7 of the Securities
Act, we hereby consent to the use of this opinion as Exhibit (d) to the
Registration Statement.

Very truly yours,

PATTERSON BELKNAP WEBB & TYLER LLP


By: /s/ Herman H. Raspe
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A Member of the Firm