SOHU [SOHU COM] S-8: (Original Filing)

[] [June 17, 2011 Sohu.com Inc. Level 12, Sohu.com Internet Plaza No. 1 Unit Zhongguancun East Road Haidian District Beijing 100084 People’s Republic of China Ladies and Gentlemen: Registration Statement Shares Company Plan This opinion is furnished to you in connection with the registration statement on Form S-8 (the “ Very truly yours, EX-5.1 2 dex51.htm OPINION OF GOULSTON & STORRS,] [SOHU.COM INC. AMENDED AND RESTATED 2010 STOCK INCENTIVE PLAN Purposes of this Plan 1. Definitions 2. “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. “Common Stock” means the common stock, $0.001 par value per share, of the Company. “Company”] [Consent of Independent Registered Public Accounting Firm PricewaterhouseCoopers Zhong Tian CPAs Limited Company Beijing, People’s Republic of China June 17, 2011 EX-23.1 4 dex231.htm CONSENT OF PRICEWATERHOUSECOOPERS ZHONG TIAN CPAS LIMITED COMPANY] [June 17, 2011 Sohu.com Inc. Level 12, Sohu.com Internet Plaza No. 1 Unit Zhongguancun East Road Haidian District Beijing 100084 People’s Republic of China Re: Registration Statement on Form S-8 Ladies and Gentlemen: Very truly yours, Haiwen & Partners EX-23.3 5 dex233.htm CONSENT OF HAIWEN & PARTNERS]

SOHU [SOHU COM] S-8:

[] [June 17, 2011 Sohu.com Inc. Level 12, Sohu.com Internet Plaza No. 1 Unit Zhongguancun East Road Haidian District Beijing 100084 People’s Republic of China Ladies and Gentlemen: Registration Statement Shares Company Plan This opinion is furnished to you in connection with the registration statement on Form S-8 (the “ Very truly yours, EX-5.1 2 dex51.htm OPINION OF GOULSTON & STORRS,] [SOHU.COM INC. AMENDED AND RESTATED 2010 STOCK INCENTIVE PLAN Purposes of this Plan 1. Definitions 2. “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. “Common Stock” means the common stock, $0.001 par value per share, of the Company. “Company”] [Consent of Independent Registered Public Accounting Firm PricewaterhouseCoopers Zhong Tian CPAs Limited Company Beijing, People’s Republic of China June 17, 2011 EX-23.1 4 dex231.htm CONSENT OF PRICEWATERHOUSECOOPERS ZHONG TIAN CPAS LIMITED COMPANY] [June 17, 2011 Sohu.com Inc. Level 12, Sohu.com Internet Plaza No. 1 Unit Zhongguancun East Road Haidian District Beijing 100084 People’s Republic of China Re: Registration Statement on Form S-8 Ladies and Gentlemen: Very truly yours, Haiwen & Partners EX-23.3 5 dex233.htm CONSENT OF HAIWEN & PARTNERS]

SOHU [SOHU COM] 10-Q:

[] [I, Charles Zhang, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Sohu.com Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not] [I, Carol Yu, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Sohu.com Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not] [SOHU.COM INC. (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of March 31, 2011 and results of operations of the Company for the three months ended March 31, 2011. Charles Zhang, Chief Executive Officer and Chairman of the Board of Directors May 9, 2011 -54- EX-32.1 4 dex321.htm] [SOHU.COM INC. (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of March 31, 2011 and results of operations of the Company for the three months ended March 31, 2011. Carol Yu, Co-President and Chief Financial Officer May 9, 2011 -55- EX-32.2 5 dex322.htm SECTION 1350 CERTIFICATION OF CAROL]

SOHU [SOHU COM] 10-Q: (Original Filing)

[] [I, Charles Zhang, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Sohu.com Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not] [I, Carol Yu, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Sohu.com Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not] [SOHU.COM INC. (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of March 31, 2011 and results of operations of the Company for the three months ended March 31, 2011. Charles Zhang, Chief Executive Officer and Chairman of the Board of Directors May 9, 2011 -54- EX-32.1 4 dex321.htm] [SOHU.COM INC. (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of March 31, 2011 and results of operations of the Company for the three months ended March 31, 2011. Carol Yu, Co-President and Chief Financial Officer May 9, 2011 -55- EX-32.2 5 dex322.htm SECTION 1350 CERTIFICATION OF CAROL]

SOHU [SOHU COM] 8-K: (Original Filing)

[SOHU.COM REPORTS FIRST QUARTER 2011 UNAUDITED FINANCIAL RESULTS Record Total Revenues of US$174.4 Million, Up 35% Year-over-Year, Exceeding the High End of Group Guidance by US$4.9Million; GAAP Net Income before Non-Controlling Interest Up 34% Year-over-Year to US$55.2 Million, Non-GAAP Net Income before Non-Controlling Interest Up 25% Year-over-Year to US$60.6 Million, Exceeding the High End of Group Guidance by US$3.6 Million;] []

SOHU [SOHU COM] 8-K: SOHU.COM REPORTS FIRST QUARTER 2011 UNAUDITED FINANCIAL RESULTS

[SOHU.COM REPORTS FIRST QUARTER 2011 UNAUDITED FINANCIAL RESULTS Record Total Revenues of US$174.4 Million, Up 35% Year-over-Year, Exceeding the High End of Group Guidance by US$4.9Million; GAAP Net Income before Non-Controlling Interest Up 34% Year-over-Year to US$55.2 Million, Non-GAAP Net Income before Non-Controlling Interest Up 25% Year-over-Year to US$60.6 Million, Exceeding the High End of Group Guidance by US$3.6 Million;] []

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