CYOU [Changyou.com] S-8:
[] [13 February, 2015 Matter No.: 820486 Doc Ref: JK/101669992v4 852 2842 9526 Joanna.kee@conyersdill.com Changyou.com Limited Offshore Incorporations (Cayman) Limited P.O. Box 2804 George Town th 4 Cayman Islands Dear Sirs, Changyou.com Limited (the Company) Re: Commission Registration Statement Shares Plan For the purposes of giving this opinion, we have examined and relied upon copies of the following documents: (i) the] [CHANGYOU.COM LIMITED 2014 SHARE INCENTIVE PLAN 1. Purposes of this Plan 2. Definitions Award Agreement means a written or electronic document or agreement setting forth the terms and conditions of a specific Award. Board means the Board of Directors of the Company. Class A Ordinary Share means a Class A Ordinary Share in the capital of the Company, having the] [Consent of Independent Registered Public Accounting Firm PricewaterhouseCoopers Zhong Tian LLP Beijing, the Peoples Republic of China February 13, 2015 EX-23.1 4 d871177dex231.htm EX-23.1]