[Registration No. 333- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AIRMEDIA GROUP INC. Cayman Islands N/A (State or other jurisdiction of incorporation or (I.R.S. Employer Identification Number) organization) 17/F, Sky Plaza No. 46 Dongzhimenwai Street Dongcheng District, Beijing 100027 The People’s Republic of China AirMedia Group Inc. 2011 Share Incentive Plan (Full title of the plan) Copies] [Our ref CGW\629535\5537669v1 Direct +852 3690 7477 E-mail carrie.wong@maplesandcalder.com AirMedia Group Inc. August 21, 2012 Dear Sirs AirMedia Group Inc. Company Registration Statement” Securities Act Shares” Plan We have examined the Registration Statement on Form S-8 to be filed by AirMedia Group Inc., a Cayman Islands exempted company incorporated with limited liability (the “ - AirMedia Group Inc. – 2011] [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 financial statements of AirMedia Group Inc., its subsidiaries, its variable interest entities (the “VIE”) and VIE’s subsidiaries (collectively, the “Group”), and the related financial statement schedule included in Schedule I, and the effectiveness]