[] [Opinion of Conyers Dill & Pearman February 6, 2009 China Distance Education Holdings Limited 18th Floor, XueYuan International Tower No.1 ZhiChun Road, HaiDian District Beijing China 100083 DIRECT LINE: E-MAIL: OUR REF: YOUR REF: 2842 9531 Anna.Chong@conyersdillandpearman.com AC/al/#289068 (M#873225) Dear Sirs, China Distance Education Holdings Limited (the “Company”) Commission Registration Statement Securities Act Ordinary Shares Plans Resolutions Certificate Date For] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the China Distance Education Holdings Limited Share Incentive Plan and the China Distance Education Holdings Limited 2008 Performance Incentive Plan of our report dated March 31, 2008 included in Amendment No. 5 to the Registration Statement (Form]