EXHIBIT 8.2

                      [Shearman & Sterling LLP Letterhead]

                                  July 7, 2004

51job, Inc.
21st Floor, Wen Xin Plaza
755 Wei Hai Road
Shanghai 200041
People's Republic of China

Ladies and Gentlemen:

            We are acting as counsel to 51job, Inc., a limited liability company
incorporated in the Cayman Islands (the "Company") in connection with the
preparation of the registration statement on Form F-1 (the "Registration
Statement") and the related prospectus (the "Prospectus") with respect to
Company American depositary shares (the "ADSs") representing Company common
shares (the "Common Shares") to be offered in the Company's initial public
offering. The Company is filing the Registration Statement with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Act"). Any defined term used and not defined herein has the
meaning given to it in the Prospectus.

            For purposes of the opinion set forth below, we have, with the
consent of the Company, relied upon the accuracy of the Registration Statement
and the Prospectus.

            Based upon and subject to the foregoing, and based upon the Internal
Revenue Code of 1986, as amended (the "Code"), the Treasury regulations
promulgated thereunder, judicial decisions, revenue rulings and revenue
procedures of the Internal Revenue Service, and other administrative
pronouncements, all as in effect on the date hereof, it is our opinion that,
subject to the limitations set forth therein, the discussion contained in the
Prospectus under the caption "Taxation - United States Federal Income Taxation"
is an accurate summary of the material United States federal income tax
consequences to U.S. Holders of the acquisition, ownership and disposition of
the ADSs and the Common Shares under currently applicable law. We adopt such
discussion as our opinion.

            Our opinion is based on current United States federal income tax law
and administrative practice, and we do not undertake to advise you as to any
future changes in United States federal income tax law or administrative
practice that may affect our opinion unless we are specifically retained to do
so. Further, legal opinions are not binding upon the Internal Revenue Service
and there can be no assurance that contrary positions may not be asserted by the
Internal Revenue Service.



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            We hereby consent to the filing of this opinion with the Commission
as an exhibit to the Registration Statement and to the reference to us in the
Prospectus. In giving such consent, we do not hereby admit that we are in the
category of persons whose consent is required under Section 7 of the Act and the
rules and regulations of the Commission promulgated thereunder.

                                                 Very truly yours,

                                                 /s/ SHEARMAN & STERLING LLP

L.E.C.