[CALCULATION OF REGISTRATION FEE Title of each class of securities to be (2) Amount to be (3) Proposed maximum (3) Proposed Amount of (4) registration fee (1) Class A Ordinary Shares, par value US$0.00001 per share 248,400,000 US$2.7314 $ $78,772 (1) American depositary shares issuable upon deposit of the Class A ordinary shares registered hereby have been registered under a] [[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP] May 13, 2011 Youku.com Inc. 11/F, SinoSteel Plaza 8 Haidian Street Haidian District Beijing, 100080 The People’s Republic of China Re: American Depositary Shares of Youku.com Inc. (the “Company”) Ladies and Gentlemen: In connection with rendering the opinion set forth below, we have examined and relied on originals or copies of] [Consent of Independent Registered Public Accounting Firm We consent to the reference to our firm under the caption “Experts” and to the use of our report dated May 5, 2011, in Amendment No. 1 to the Registration Statement (Form F-1 No. 333-173963) and related Prospectus of Youku.com Inc. dated May 13, 2011. Beijing, People’s Republic of China May 13, 2011]