SEC Filings

S-8
WNS (HOLDINGS) LTD filed this Form S-8 on 10/31/2018
Entire Document
 


  (h)

no other event occurs after the date hereof which would affect the opinions herein stated.

 

8.

In giving the opinions as to Jersey law expressed herein, we have also considered certain matters of fact. With your consent, we have relied upon the Company’s certificate dated 29 October, 2018 (the Opinion Certificate) as to such matters of fact stated therein, without having independently verified such factual matters. To give this opinion, we have assumed (which we have not verified) all matters certified in the Opinion Certificate were, and remain at the date of this opinion, true and accurate.

Opinion

 

9.

As a matter of Jersey law and based on, and subject to, the assumptions, limitations and qualifications set out in this opinion and to matters not disclosed to us, we are of the opinion that:

 

  (a)

upon the issuance of Plan Shares against the payment in full from the relevant award holder of all sums due in respect of his or her award under the Plan; and

 

  (b)

upon the entry of the relevant award holder, or the Company’s depositary, as a holder of the relevant Plan Shares in the register of members of the Company,

the Plan Shares will be validly issued, fully paid and non-assessable. For these purposes, non-assessable means that no further sums will be payable by a shareholder in respect of the acquisition of a Plan Share pursuant to an award granted under the Plan and the holding of such Plan Share.

Qualification

 

10.

Our opinion is qualified by the following qualification:

 

  (a)

the obligations of the Company under or in respect of the Plan Shares will be subject to any law from time to time in force relating to bankruptcy, insolvency, liquidation, reorganisation or administration or any other law or legal procedure affecting generally the enforcement of creditors’ rights.

Jersey law

 

11.

This opinion is limited to matters of and is interpreted in accordance with Jersey law as at the date hereof and we express no opinion with respect to the laws of any jurisdiction other than Jersey. We assume no obligation to update or supplement this opinion to reflect any facts or circumstances which may come to our attention, or any changes in law which may occur, after the date of this opinion.

Benefit of opinion

 

12.

We hereby consent to the filing of this opinion as an exhibit to the Form S-8 with the US Securities and Exchange Commission (the Commission). In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

 

Yours faithfully

/s/ Mourant Ozannes

Mourant Ozannes