EX-15.2 8 dex152.htm CONSENT OF COMMERCE & FINANCE LAW OFFICES

Commerce & Finance Law Offices

6F NCI Tower, A12 Jianguomenwai Avenue,

Chaoyang District, Beijing, PRC; Postcode: 100022

Tel: (8610) 65693399 Fax: (8610) 65693838, 65693836, 65693837, 65693839

E-mail Add: beijing@tongshang.com Website: www.tongshang.com.cn

April 13, 2011

To: | Ambow Education Holding Ltd,

| 18th Floor, Building A, Chengjian Plaza,

| No. 18, BeiTaiPingZhuang Road,

| Haidian District, Beijing 100088

| People’s Republic of China

Dear Sirs,

We hereby give our consent to the reference to our firm under the heading "Regulation" in Ambow Education Holding Ltd.’s Annual Report on Form 20-F for the year ended December 31, 2010. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, or under the Securities Exchange Act of 1934, in each case, as amended, or the regulations promulgated thereunder.

Yours faithfully,

/s/ Commerce & Finance Law Offices

Commerce & Finance Law Offices