[FORM S-8 REGISTRATION STATEMENT UNDER Xueda Education Group Cayman Islands (State or other jurisdiction of Not Applicable (I.R.S. Employer A-4 Xibahe Beili Chaoyang District Beijing 100028 People’s Republic of China (8610) 6427-8899 Amended and Restated 2009 Equity Incentive Plan (Full title of the Plan) Law Debenture Corporate Services Inc. 400 Madison Avenue, 4th Floor (212) 750-6474 (Name, address, including zip] [December 21, 2010 Our Ref: DW/CW/C-4049-H04937 Xueda Education Group A-4 Xibahe Beili, Chaoyang District Beijing 100028 P.R. China Dear Sirs XUEDA EDUCATION GROUP We have acted as Cayman Islands legal advisers to Xueda Education Group Company Registration Statement (the “ Ordinary Shares Plan relating to the registration of 11,146,151 Ordinary Shares of a par value of US$0.0001 each (the “] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report, dated July 29, 2010, except for Notes 20 and 21, as to which the date is September 10, 2010, relating to the consolidated financial statements of Xueda Education Group as of and for the years ended]