EXHIBIT 5.1

                 FORM OF OPINION OF MAYER, BROWN, ROWE & MAW LLP


                                                    Mayer, Brown, Rowe & Maw LLP
                                                                  [LOGO OMITTED]

                 , 2005                             Mayer, Brown, Rowe & Maw LLP
                                                                   1675 Broadway
                                                   New York, New York 10019-5820

                                                         Main Tel (212) 506-2500
                                                         Main Fax (212) 262-1910
                                                          www.mayerbrownrowe.com
TAL International Group, Inc.
100 Manhattanville Road
Purchase, New York  10577

Re:      Registration Statement on Form S-1
         File No. 333-126317

Ladies and Gentlemen:

         We have acted as special counsel to TAL International Group, Inc., a
Delaware corporation (the "Company"), in connection with the preparation and
filing with the Securities and Exchange Commission under the Securities Act of
1933, as amended (the "Securities Act"), of a registration statement on Form
S-1, File No. 333-126317 (the "Registration Statement"), relating to the
proposed underwritten public offering of up to 11,500,000 shares of the
Company's common stock, par value $0.001 per share (the "Shares").

         This opinion is being furnished in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act.

         In rendering the opinions set forth below, we have examined and relied
upon such documents, corporate records, certificates of public officials and
certificates as to factual matters executed by officers of the Company as we
have deemed necessary or appropriate. We have assumed the authenticity, accuracy
and completeness of all documents, records and certificates submitted to us as
originals, the conformity to the originals of all documents, records and
certificates submitted to us as copies and the authenticity, accuracy and
completeness of the originals of all documents, records and certificates
submitted to us as copies. We have also assumed the legal capacity and
genuineness of the signatures of persons signing all documents in connection
with the opinions set forth below.


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    Mayer, Brown, Rowe & Maw LLP operates in combination with our associated
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Mayer, Brown, Rowe & Maw LLP

       , 2005
Page 2


         Based upon the foregoing, and in reliance thereon, and subject to the
assumptions, limitations, qualifications and exceptions set forth below, we are
of the opinion that the Shares have been duly authorized by all necessary
corporate action of the Company, and, upon issuance, delivery and payment
therefor in the manner contemplated by the Registration Statement, will be
validly issued, fully paid and nonassessable.

         Our opinions set forth herein are limited to the General Corporation
Law of the State of Delaware and to the extent that judicial or regulatory
orders or decrees or consents, approvals, licenses, authorizations, validations,
filings, recordings or registrations with governmental authorities are relevant,
to those required under such laws. We express no opinion and make no
representation with respect to the law of any other jurisdiction.

         This opinion is for your benefit and it may not be reprinted,
reproduced or distributed to any other person for any purpose without our prior
written consent, except that we hereby consent to the reference to our firm
under the caption "Legal Matters" in the Prospectus which is filed as part of
the Registration Statement, and to the filing of this opinion as an exhibit to
such Registration Statement. In giving this consent, we do not admit that we are
experts within the meaning of Section 11 of the Securities Act or within the
category of persons whose consent is required by Section 7 of the Securities
Act.

         Our opinion is expressly limited to the matters set forth above and we
render no opinion, whether by implication or otherwise, as to any other matters
relating to the Company or any other person, or any other document or agreement
involved with the transactions. We assume no obligation to advise you of facts,
circumstances, events or developments which hereafter may be brought to our
attention and which may alter, affect or modify the opinions expressed herein.

                                        Very truly yours,