SEC Filings

F-6
WNS (HOLDINGS) LTD filed this Form F-6 on 07/19/2006
Entire Document
 
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FFB:MO                                                             July 19, 2006


Deutsche Bank Trust Company Americas,
as Depositary under the Deposit Agreement
referred to below
60 Wall Street
New York, NY 10005
United States



Ladies and Gentlemen:

     We refer to the Registration Statement on Form F-6 dated July 19, 2006 (the
"Registration Statement") relating to American Depositary Shares (as defined in
the Deposit Agreement) evidenced by American Depositary Receipts (as defined in
the Deposit Agreement), each American Depositary Receipt representing one share
of WNS (Holdings) Limited, a company incorporated under the laws of Jersey,
Channel Islands. Terms used herein and not defined herein shall have the
meanings assigned to them in the Form of Deposit Agreement appearing as Exhibit
(a) to the Registration Statement (the "Deposit Agreement").

     In rendering the opinions set forth herein, we have assumed that (i) the
Deposit Agreement has been duly authorized, executed and delivered by the
Company and constitutes a valid and legally binding obligation of the Company
enforceable against it in accordance with its terms, (ii) the relevant Deposited

Securities will have been duly deposited with a Custodian under and in
accordance with all applicable laws and regulations, (iii) that the choice of
New York law contained in the Deposit Agreement is legal and valid under the
laws of India and (iv) that insofar as any obligation under the Deposit
Agreement is to be performed in, or by a party organized under the laws of, any
jurisdiction outside of the United States of America, its performance will not
be illegal or ineffective in any jurisdiction by virtue of the law of that
jurisdiction.

     Based upon and subject to the foregoing, we are of the opinion that the
American Depositary Shares covered by the Registration Statement, when evidenced
by Receipts that are duly executed and delivered by the Depositary and issued in
accordance with the terms of the Deposit Agreement, will be validly issued and
will entitle the registered holders thereof to the rights specified in the
Deposit Agreement and those Receipts.

     The foregoing opinion is limited to the laws of the State of New York and
we express no opinion as to the laws of any other jurisdiction.

<PAGE>
     We hereby consent to the use of this opinion as Exhibit (d) to the
Registration Statement. In giving such consent, we do not admit hereby that we
are within the category of persons whose consent is required under Section 7 of
the U.S. Securities Act of 1933, as amended.

                                                  Very truly yours,




                                                  /s/ White & Case LLP


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