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- F-1 Registration statement (foreign)
- 3.1 Memorandum and Articles of Association of the Registrant
- 4.2 Registrant's Specimen Certificate for Common Shares
- 4.4 Share Purchase Agreement, Dated December 24, 2004
- 4.5 First Amended and Restated Investors' Rights Agreement, Dated May 25, 2005
- 4.6 Voting Agreement, Dated December 24, 2004
- 4.7 Right of First Refusal and Co-sale Agreement, Dated December 24, 2004
- 5.1 Opinion of Conyers Dill & Pearman
- 8.1 Opinion of Latham & Watkins LLP Regarding Certain U.S. Tax Matters
- 10.1 2006 Share Incentive Plan
- 10.2 Form of Indemnification Agreement with the Registrant's Directors
- 10.3 Form of Employment Agreement
- 21.1 Subsidiaries of the Registrant
- 23.1 Consent of Deloitte Touche Tohmatsu
- 23.2 Consent of Dill & Pearman
- 23.3 Consent of Latham & Watkins LLP
- 23.4 Consent of Tian Yuan Law Firm
- 23.5 Consent of American Appraisal China Limited
- 23.6 Consent of Robin Yanhong Li
- 23.7 Consent of Denny Lee
- 99.1 Code of Business Conduct and Ethics of the Registrant
- 99.2 Form of Teaching Support Agreement
- 99.3 Form of Website Development and Use Agreement
- 99.4 Form of New Enrollment System Development Service Agreement
- 99.5 Form of Trademark License Agreement
- 99.6 Trademark License Agreement Dated May 13, 2006
- 99.7 Form of Exclusive Option Agreement
- 99.8 Form of Equity Pledge Agreement
- 99.9 Loan Agreement Dated December 3, 2003
- 99.10 Loan Agreement Dated September 29, 2002
- 99.11 Land Use Right Mortgage Agreement Dated September 29, 2002
- 99.12 Building Mortgage and Loan Agreement Dated March 31, 2005
- 99.13 Credit Facility Agreement Dated February 5, 2006
- 99.14 Maximum Amount Guarantee Agreement Dated February 5, 2006
- 99.15 Maximum Amount Guarantee Agreement Dated February 5, 2006
- 99.16 Opinion of Tianyuan Law Firm Regarding Certain PRC Law Matter
Exhibit23.4
TIANYUAN LAW FIRM
11F/Tower C, Corporate Square, 35 Financial St.
Beijing. 100032, P. R. China
Tel: (8610) 8809-2188; Fax: (8610)8809-2150.
Date:August 22, 2006
New Oriental Education & Technology Group Inc.
No.6 Hai Dian Zhong Street
9th Floor
Haidian District, Beijing 100080
People’s Republic of China
Ladies and Gentlemen:
We hereby consent to the use of our name under the captions “Enforceability of Civil Liabilities,” “Corporate Structure” and “Legal Matters” in the prospectus included in the registration statement on Form F-1, originally filed by New Oriental Education & Technology Group Inc. on August 22, 2006, with the Securities and Exchange Commission under the Securities Act of 1933, as amended. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the regulations promulgated thereunder.
Sincerely yours,
/s/ Tian Yuan Law Firm
Tian Yuan Law Firm