RENN [Renren] S-8:
[] [Renren Inc. 5/F, North Wing 18 Jiuxianqiao Middle Road Chaoyang District Beijing 100016 People's Republic of China 24 February 2016 Dear Sirs Renren Inc. (the "Company") Commission Registration Statement Act Shares 2011 Plan 2016 Plan Plans Memorandum and Articles Resolutions For the purposes of giving this opinion, we have examined copies of the Registration Statement, and the Plans. We have] [RENREN INC. 2011 SHARE INCENTIVE PLAN (Adopted by the board of directors on April 14, 2011 and approved by the shareholders on April 14, 2011. Amended by Amendment No. 1 to 2011 Share Incentive Plan adopted by the board of directors on January 15, 2016 ) ARTICLE 1 PURPOSE Plan Company The purpose of the Renren Inc. Share Incentive Plan] [RENREN INC. 2016 SHARE INCENTIVE PLAN ARTICLE 1 Plan Company The purpose of this 2016 Share Incentive Plan (the “ ARTICLE 2 DEFINITIONS AND CONSTRUCTION Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where the context so indicates. 2.1] [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 relating to the consolidated financial statements and financial statement schedule of Renren Inc., its subsidiaries, its variable interest entities and the subsidiaries of its variable interest entities (collectively, the "Group"), and the effectiveness of the Group's] [CONSENT OF INDEPENDENT AUDITOR We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated March 27, 2015 and March 26, 2014 relating to the financial statements of Japan Macro Opportunities Offshore Partners, L.P. and Japan Macro Opportunities Master Fund, L.P. appearing in the Annual Report on Form 20-F of Renren Inc. for]
