Redgate Media F-1/A Registration statement (foreign) (amended)

Exhibit 8.1

A LIMITED LIABILITY PARTNERSHIP
AMERICAN LAWYERS

TELEPHONE: 852-2826-8688
FACSIMILE: 852-2522-2280

WWW.SULLCROM.COM

WILLIAM Y. CHUA
MICHAEL G. DESOMBRE
CHUN WEI

RESIDENT PARTNERS
ADMITTED IN NEW YORK

28^th Floor
Nine Queen’s Road Central
Hong Kong

 
BEIJING• TOKYO

MELBOURNE• SYDNEY

FRANKFURT• LONDON• PARIS

LOS ANGELES• NEW YORK• PALO ALTO• WASHINGTON, D.C.

February 25, 2010

Redgate Media Group,
     8th Floor, CITIC Building, Tower B,
          9 Jianguomenwai Street, Chaoyang District,
               Beijing 100004, People’s Republic of China.

Ladies and Gentlemen:

          We have acted as special tax counsel to Redgate Media Group (the “Company”) in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of an aggregate of 3,750,000 American depositary shares, or ADSs, of the Company. We hereby confirm our opinion set forth under the heading “Taxation — United States Federal Income Taxation” in the Prospectus of the Company with respect to the ADSs, which is part of the Company’s Registration Statement on Form F-1 (the “Registration Statement”) filed on February 19, 2010.

          We hereby consent to the reference to us in the Prospectus under the caption “Taxation — United States Federal Income Taxation” and the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act.

Very truly yours,

/s/ Sullivan & Cromwell LLP 

Sullivan & Cromwell LLP is a registered limited liability partnership established under the laws of the State of New York.
The personal liability of our partners is limited to the extent provided in such laws. Additional information is available upon request or at www.sullcrom.com.