[FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CHINANET ONLINE HOLDINGS, INC. Nevada 20-4672080 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) No. 3 Min Zhuang Road, Building 6 Yu Quan Hui Gu Tuspark, Haidian District Beijing, PRC 100195 ChinaNet Online Holdings, Inc. 2015 Equity Incentive Plan (Full title of the plan) George Kai] [ChinaNet Online Holdings, Inc. No. 3 Min Zhuang Road, Building 6 Yu Quan Hui Gu Tuspark, Haidian District Beijing, PRC 100195 Re: Registration Statement on Form S-8 Ladies and Gentlemen: We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions expressed below. We have relied, without independent verification, on certificates] [Independent Registered Public Accounting Firm’s Consent We consent to the incorporation by reference in this Registration Statement of ChinaNet Online Holdings, Inc. (the “Company”) llp llp Marcum Bernstein & Pinchuk New York, New York September 16, 2015]