Exhibit 5.1
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Our Ref
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RDS\658302\4300283v1 |
Direct tel
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+852 2971 3046 |
Email
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richard.spooner@maplesandcalder.com |
TAL Education Group
18/F, Hesheng Building
32 Zhongguancun Avenue, Haidian District
Beijing 100080
People’s Republic of China
11 February 2011
Dear Sirs
TAL Education Group (the “Company”)
We have examined the Registration Statement on Form S-8 to be filed by the Company with the
Securities and Exchange Commission (the “Registration Statement”), relating to the registration
under the Securities Act of 1933, as amended, of an amount of 18,750,000 Class A Common Shares of
par value US$0.001 in the capital of the Company (the “Shares”) for issuance pursuant to the
Company’s 2010 Share Incentive Plan (the “Plan”).
As Cayman Islands counsel to the Company, we have examined the corporate authorisations of the
Company in connection with the Plan and the issue of the Shares by the Company and have assumed
that the Shares will be issued in accordance with the Plan and the resolutions authorising their
issue.
It is our opinion that the Shares to be issued by the Company have been duly and validly
authorised, and when issued, sold and paid for in the manner described in the Plan and in
accordance with the resolutions adopted by the Board of Directors of the Company (or any committee
to whom the Board of Directors have delegated their powers with respect to administration of the
Plan) and when appropriate entries have been made in the Register of Members of the Company, will
be legally issued and credited as fully paid and non-assessable (meaning that no further sums are
payable to the Company with respect to the holding of such Shares).
This opinion is subject to the qualification that under the Companies Law (2010 Revision) of the
Cayman Islands, the register of members of a Cayman Islands company is by statute regarded as prima
facie evidence of any matters which the Companies Law (2010 Revision) directs or authorises to be
inserted therein. An entry in the register of members may yield to a court order for rectification
(for example, in the event of fraud or manifest error).
We consent to the use of this opinion as an exhibit to the Registration Statement and further
consent to all references to us in the Registration Statement and any amendments thereto. In giving
such consent, we do not consider that we are “experts” within the meaning of such term as used in
the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange
Commission issued thereunder, with respect to any part of the Registration Statement, including
this opinion as an exhibit or otherwise.
Yours faithfully,
/s/ Maples and Calder
Maples and Calder