[] [TABLE OF CONTENTS Page PARTIES 1 RECITALS 1 Section 1. Certain Definitions (a) ADR Register 1 (b) ADRs; Direct Registration ADRs 1 (c) ADS 1 (d) Custodian 1 (e) Deliver, execute, issue et al. 1 (f) Delivery Order 2 (g) Deposited Securities 2 (h) Direct Registration System 2 (i) Holder 2 (j) Securities Act of 1933 2 2 (l) Shares] [Our Ref RDS\658302\4300283v1 Direct tel +852 2971 3046 Email richard.spooner@maplesandcalder.com TAL Education Group 11 February 2011 Dear Sirs TAL Education Group (the “Company”) Registration Statement” Shares 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] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated July 1, 2010, except for Note 24, as to which the date is September 29, 2010, related to the consolidated financial statements and the related financial statement schedule of TAL Education Group as of February]