<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>7
<FILENAME>u92712exv5w1.txt
<DESCRIPTION>EX-5.1 OPINION OF MOURANT DU FEU & JEUNE.
<TEXT>
<PAGE>
                                                                     Exhibit 5.1


                             Mourant du Feu & Jeune

                                   P O Box 87
                              22 Grenville Street
                                   St Helier
                                 Jersey JE4 8PX
                                Channel Islands

                             T +44 (0) 1534 609 000
                             F +44 (0) 1534 609 333
                                www.mourant.com


WNS (Holdings) Limited
22 Grenville Street
St Helier
Jersey JE4 8PX

3 July 2006

Our ref: 2021263\RAINJ\MdFJ\377630\11

Gentlemen,

         RE: WNS (HOLDINGS) LIMITED
             REGISTRATION STATEMENT ON FORM F-1


We have acted as your counsel in connection with the registration, offering and
sale under the Securities Act of 1933, as amended, of up to 11,989,708 equity
shares (including up to 1,561,000 equity shares that the underwriters have the
option to purchase to cover over allotments, if any), par value 10 pence per
share (the "Shares") of WNS (Holdings) Limited, a company with limited liability
incorporated under the laws of Jersey, Channel Island (the "Company"). Of the
11,989,708 Shares the subject of the offer and sale, up to 4,473,684 Shares (the
"Primary Shares") are being offered by the Company and up to 7,516,024 Shares
(the "Selling Shareholder Shares") are being offered by the selling shareholders
identified as such in the Registration Statement (as defined below). Each of the
Shares being so registered is represented by one (1) American Depositary Share.

We have examined the registration statement on Form F-1 (the "Registration
Statement") to be filed by you with the United States Securities and Exchange
Commission on 3 July 2006 for the purpose of registering the Shares. The Shares
are to be sold to the underwriters for resale to the public in a form evidenced
by American Depositary Receipts, to be issued by the Depositary, all as
described and defined in the Registration Statement and pursuant to the
underwriting agreement filed as an exhibit thereto (the "Underwriting
Agreement").

DOCUMENTS EXAMINED

In connection with the sale of Shares pursuant to the Registration Statement, we
have examined such corporate records and documents and such questions of Jersey
law as we have deemed necessary as a basis for the opinions hereinafter
expressed. In particular we have examined copies of the following in the form
delivered to us by the Company:

-    minutes of board and/or committee meetings of the Company whereby the
     directors or the committee (as the case may be) resolved, inter alia, that
     the Company allot and issue the Primary Shares, to ratify and confirm the
     issue of the Selling Shareholder Shares and to approve the entry into the
     Underwriting Agreement;

-    the memorandum and articles of association of the Company which are to come
     into effect immediately prior to the sale and issue of the Shares as
     confirmed to us by a director of the Company;

-    the memorandum and articles of association of the Company confirmed by a
     director of the Company to us to be currently in force; and

-    the register of members of the Company confirmed by a director of the
     Company to us to be accurate and complete as at the date hereof and to show
     all current and past members of the Company.

ASSUMPTIONS / RELIANCE ON DIRECTORS

In all such examinations and in giving the opinion expressed herein, we have
assumed the genuineness of all signatures, the authenticity, completeness and
accuracy of all documents, certificates and instruments submitted to us and the
conformity with originals of all documents submitted to us as copies.

<PAGE>
We have also assumed that the Company is not insolvent or unable to pay its
debts as they fall due and will not become insolvent or unable to pay its debts
as they fall due as a result of its entry into the transactions pursuant to or
contemplated by the Underwriting Agreement including, without limitation, the
issue of the Primary Shares. We have further assumed that the Company took no
action (directly or indirectly) to assist any shareholder in its acquisition of
any Selling Shareholder Shares and that the Selling Shareholder Shares were
issued on arm's length commercial terms.

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
certificates and other assurances of directors of the Company and others as to
such matters of fact, without having independently verified such factual
matters.

OPINIONS

Strictly limited to Jersey law, it is our opinion that (i) the Primary Shares to
be sold pursuant to the Underwriting Agreement have been duly authorized and
when issued in accordance with the Underwriting Agreement and upon receipt by
the Company of the full consideration payable for the Primary Shares and upon
entry of the name of Deutsche Bank Trust Company Americas or its nominee in the
Company's register of members, will have been validly issued, and will be fully
paid and non-assessable and (ii) the Selling Shareholder Shares are duly
authorized, are validly issued, fully paid and non-assessable. By
"non-assessable" we mean that no further sums shall be payable by a shareholder
in respect of the purchase of a Share.

We hereby confirm to you that subject to the assumptions and limitations set
forth therein, the statements set forth under the caption "Taxation-Jersey Tax
Consequences" in the prospectus included in the Registration Statement
constitute our opinion with respect to the Jersey income tax consequences of the
acquisition, ownership and disposition of the Shares and the American Depositary
Shares representing such Shares.

CONSENT

We consent to the reference to our name under the captions "Legal Matters" and
"Enforcement of Civil Liabilities" in the prospectus included as a part of the
Registration Statement and any amendments thereto and to the filing of this
opinion as an exhibit to the Registration Statement. In giving such consent, we
do not thereby admit that we come within the category of persons whose consent
is required under the provisions of the rules and regulations of the Securities
and Exchange Commission.

JERSEY LAW

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 other jurisdiction.


Yours faithfully

/s/ Mourant du Feu & Jeune

MOURANT DU FEU & JEUNE


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