[] [[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP] July 17, 2012 Youku, Inc. 11/F, SinoSteel Plaza Re: Ladies and Gentlemen: We have acted as special U.S. counsel to Youku, Inc. Youku Agreement , an exempted company with limited liability incorporated under the laws of the Cayman Islands (“ Youku Tudou Merger Sub Registration Statement Commission Securities Act , Tudou] [Consent of Independent Registered Public Accounting Firm Beijing, People’s Republic of China July 17, 2012 EX-23.1 3 a2210255zex-23_1.htm EX-23.1] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-4 of Youku Inc. of our report dated March 30, 2012 relating to the consolidated financial statements of Tudou Holdings Limited, which appears in such Registration Statement. We also consent to the reference to us under the heading “Experts” PricewaterhouseCoopers Zhong] [Consent of Morgan Stanley Asia Limited Securities Act MORGAN STANLEY ASIA LIMITED Samuel S. Kim Hong Kong July 17, 2012 EX-99.2 5 a2210255zex-99_2.htm EX-99.2]