[FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Phoenix New Media Limited Cayman Islands Not Applicable (State or other jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) Sinolight Plaza No. 4 Qiyang Road Wangjing, Chaoyang District Beijing 100102 People’s Republic of China (86) 10 6067 6000 2008 Share Option Plan (Full title of the Plan) Law Debenture] [16 September, 2013 Matter No.: 878473 Doc Ref: 3585808 852 2842 9595 felicity.lee@conyersdill.com Phoenix New Media Limited Cricket Square Hutchins Drive, P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands Company (the “ Dear Sirs, Phoenix New Media Limited Re: We have acted as special Cayman Islands legal counsel to the Company in connection with a registration statement on Form Commission] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated April 26, 2013 relating to the financial statement and the effectiveness of internal control over financial reporting, which appears in Phoenix New Media Limited’s Annual Report on Form 20-F for the year ended December]