Attached files

file filename
S-1/A - AMENDMENT NO. 8 TO FORM S-1 - WAGEWORKS, INC.d213653ds1a.htm
EX-2.1 - ASSET PURCHASE AGREEMENT - WAGEWORKS, INC.d213653dex21.htm
EX-10.7 - FORM OF SUBSCRIPTION AGREEMENT - WAGEWORKS, INC.d213653dex107.htm
EX-99.3 - UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION - WAGEWORKS, INC.d213653dex993.htm
EX-23.2 - CONSENT OF MAYER HOFFMAN MCCANN P.C., INDEPENDENT PUBLIC ACCOUNTING FIRM - WAGEWORKS, INC.d213653dex232.htm
EX-21.1 - LIST OF SUBSIDIARIES OF REGISTRANT - WAGEWORKS, INC.d213653dex211.htm
EX-23.3 - CONSENT OF EISNER AMPER LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - WAGEWORKS, INC.d213653dex233.htm
EX-10.10.A - FIRST LOAN MODIFICATION AGREEMENT - WAGEWORKS, INC.d213653dex1010a.htm
EX-10.10.B - SECOND LOAN MODIFICATION AGREEMENT - WAGEWORKS, INC.d213653dex1010b.htm
EX-10.6 - 2012 EMPLOYEE STOCK PURCHASE PLAN - WAGEWORKS, INC.d213653dex106.htm

Exhibit 23.1

REPORT AND CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors

WageWorks, Inc.:

The audits referred to in our report dated March 6, 2012, with respect to the consolidated financial statements of WageWorks, Inc. and subsidiaries included the related financial statement schedule as of December 31, 2011, and for each of the years in the three-year period ended December 31, 2011, included in the registration statement. This financial statement schedule is the responsibility of the Company’s management. Our responsibility is to express an opinion on this financial statement schedule based on our audits. In our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

We consent to the use of our reports dated March 6, 2012, with respect to the consolidated balance sheets of WageWorks, Inc. and subsidiaries as of December 31, 2010 and 2011, and the related consolidated statements of operations, stockholders’ deficit and cash flows for each of the years in the three-year period ended December 31, 2011, and the related financial statement schedule included herein and to the reference to our firm under the heading “Experts” in the prospectus.

/s/ KPMG LLP

San Francisco, California

March 6, 2012