[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, Floor 16 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)] [28 November, 2014 Matter No.: 878473 Doc Ref: RH/RW/101431829.1 852 2842 9530 / 2842 9554 Richard.Hall@conyersdill.com Rowan.Wu@conyersdill.com Phoenix New Media Limited Cricket Square Hutchins Drive, P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands 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] [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 25, 2014 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]