Attached files

file filename
S-1/A - AMENDMENT NO. 4 TO REGISTRATION STATEMENT ON FORM S-1 - WAGEWORKS, INC.ds1a.htm
EX-3.4 - FORM OF AMENDED AND RESTATED BYLAWS OF REGISTRANT - WAGEWORKS, INC.dex34.htm
EX-4.1 - SPECIMEN COMMON STOCK CERTIFICATE OF REGISTRANT - WAGEWORKS, INC.dex41.htm
EX-1.1 - FORM OF UNDERWRITING AGREEMENT - WAGEWORKS, INC.dex11.htm
EX-3.1A - CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION - WAGEWORKS, INC.dex31a.htm
EX-4.5 - STOCKHOLDER AGREEMENT - WAGEWORKS, INC.dex45.htm
EX-10.2 - AMENDED AND RESTATED 2010 EQUITY INCENTIVE PLAN - WAGEWORKS, INC.dex102.htm
EX-99.1 - SIGNIFICANT SUBSIDIARY FINANCIAL STATEMENTS - WAGEWORKS, INC.dex991.htm
EX-10.6 - 2011 EMPLOYEE STOCK PURCHASE PLAN - WAGEWORKS, INC.dex106.htm
EX-10.1 - FORM OF INDEMNIFICATION AGREEMENT - WAGEWORKS, INC.dex101.htm
EX-10.3 - FORM OF STOCK OPTION AGREEMENTS - WAGEWORKS, INC.dex103.htm
EX-10.7 - FORM OF SUBSCRIPTION AGREEMENT UNDER 2011 EMPLOYEE STOCK PURCHASE PLAN - WAGEWORKS, INC.dex107.htm
EX-23.1 - CONSENT OF KPMG LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - WAGEWORKS, INC.dex231.htm
EX-99.2 - UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION - WAGEWORKS, INC.dex992.htm
EX-3.2 - FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF REGISTRANT - WAGEWORKS, INC.dex32.htm
EX-5.1 - OPINION OF WILSON SONSINI GOODRICH & ROSATI, PROFESSIONAL CORPORATION - WAGEWORKS, INC.dex51.htm

Exhibit 23.2

CONSENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM

As an independent public accounting firm, we hereby consent to the use in this Registration Statement on Form S-1 of our report dated March 28, 2011 (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the basis of presentation for these special purpose financial statements as described in Note 2) relating to the special purpose financial statements of FBMC Tax Favored Accounts Division, a division of Fringe Benefits Management Company, Inc. for the year ended December 31, 2009 and the eleven months ended November 30, 2010. We also consent to the reference to our firm under the caption “Experts” in the Prospectus contained in said Registration Statement filed with the Securities and Exchange Commission.

/s/ Mayer Hoffman McCann P.C.

Mayer Hoffman McCann P.C.

July 15, 2011

Clearwater, FL