Exhibit 15.1
TIAN YUAN LAW FIRM
10/F, CPIC Plaza, 28 Fengsheng Lane, Xicheng District
Beijing 100032, P. R. China
Tel: (8610) 5776-3888; Fax: (8610) 5776-3777
Date: April 29, 2020
No. 399, Wangshang Road
Binjiang District
Hangzhou 310051
People’s Republic of China
Dear Sir or Madam:
We hereby consent to the reference to our firm in “Item 4. Information on the Company—4.C. Organizational Structure—Contractual Arrangements with Our VIEs and Our VIEs’ Respective Shareholders,” and “Item 10. Additional Information—10.E. Taxation” in the annual report onForm 20-F for the fiscal year ended 31 December 2019, which will be filed by Youdao, Inc. on April 29, 2020 with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, and we further consent to the incorporation by reference of the summary of our opinions under these headings into the Company’s registration statement on FormS-8 (FileNo. 333-235688) that was filed on 23 December 2019, pertaining to the Company’s 2015 Share Incentive Plan.
We also consent to the filing with the Securities and Exchange Commission of this consent letter as an exhibit to the annual report on Form20-F for the fiscal year ended 31 December 2019. 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, or under the Securities Exchange Act of 1934, in each case, as amended, or the regulations promulgated thereunder.
Sincerely yours, |
/s/ Tian Yuan Law Firm |
Tian Yuan Law Firm |