Based on Target Media Clause Samples

Based on Target Media s confirmation regarding the segmentation of advertising market in the PRC and the respective market shares of Target Media and Focus Media therein, and according to our understanding of relevant PRC Law, we are of the view that no anti-trust filing with PRC Authorities will be required in connection with the transaction contemplated under the Share Purchase Agreement. 17. The (A) execution, delivery and performance of the Share Purchase Agreement, (B) compliance by each of Target Media, Focus Media, Target Multi Media and Shanghai Target Media with all of the provision of the Share Purchase Agreement, (C) compliance by each of the Selling Shareholders with all of the provision of the Share Purchase Agreement, (D) execution, delivery and performance of the Ancillary Documents, (E) compliance by each of the parties thereto with all of the provision of the Ancillary Documents and (F) consummation of the transactions completed under the Ancillary Documents, will not (i) result in any violation of or penalty on Target Multi Media or Shanghai Target Media under PRC Law, (ii) result in any violation or breach of the business license, articles of association or other constitutional or organizational documents (if any) of Target Multi Media or Shanghai Target Media, or (iii) to the best of our knowledge after due inquiry, conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under or result in a creation or imposition of any Encumbrance pursuant to, any contract, license, indenture, mortgage, deed of trust, loan agreement, note, lease or other agreement or instrument governed by PRC Law to which Target Multi Media or Shanghai Target Media is a party or by which any of them is bound or to which any of their property or assets is subject, except for such violation, breach or default under clause (i) and (iii) which would not, individually or in the aggregate, have a Material Adverse Effect on Target Multi Media or Shanghai Target Media and which would not prevent the transactions in clauses (A), (B), (C), (D), (E) and (F) of this paragraph from occurring. 18. No stamp duty or other taxes, duties or fees and no capital gains, income, withholding or other taxes are payable by Target Media to any PRC Authorities in connection with the execution, delivery and performance of the Share Purchase Agreement. <PAGE> This opinion is intended to be used in the context which is specifically referred to herein and each sect...