<DOCUMENT>
<TYPE>EX-8.2
<SEQUENCE>8
<FILENAME>u92712exv8w2.txt
<DESCRIPTION>EX-8.2 OPINION OF LATHAM & WATKINS LLP AS TO CERTAIN US TAX MATTERS.
<TEXT>
<PAGE>
                                                                     Exhibit 8.2



                                        53rd at Third
                                        885 Third Avenue
                                        New York, New York 10022-4834
                                        Tel: (212) 906-1200  Fax: (212) 751-4864
LATHAM & WATKINS LLP                    www.lw.com

                                        FIRM / AFFILIATE OFFICES
                                        Brussels      New York
                                        Chicago       Northern Virginia
                                        Frankfurt     Orange County
July 3, 2006                            Hamburg       Paris
                                        Hong Kong     San Diego
                                        London        San Francisco
                                        Los Angeles   Shanghai
                                        Milan         Silicon Valley
                                        Moscow        Singapore
                                        Munich        Tokyo
                                        New Jersey    Washington, D.C.


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

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

Ladies and Gentlemen:

     We have acted as special U.S. counsel to WNS (Holdings) Limited, a company
with limited liability incorporated under the laws of Jersey, Channel Islands
(the "Company"), in connection with the proposed public offering of up to
11,989,708 American Depositary Shares ("ADSs"), each representing one ordinary
share, par value 10 pence per share ("Ordinary Shares"), of the Company,
pursuant to a registration statement on Form F-1 under the Securities Act of
1933, as amended (the "Act"), filed with the Securities and Exchange Commission
(the "Commission") on July 3, 2006, as amended to date (the "Registration
Statement"), you have requested our opinion concerning the statements in the
Registration Statement under the caption "Taxation--US Federal Income Taxation."

     The facts, as we understand them, and upon which with your permission we
rely in rendering the opinion herein, are set forth in the Registration
Statement.

     As such counsel, we have made such legal and factual examinations and
inquiries, including an examination of originals or copies certified or
otherwise identified to our satisfaction of such documents, corporate records
and other instruments as we have deemed necessary or appropriate for purposes of
this opinion. In our examination, we have assumed the authenticity of all
documents submitted to us as originals, the genuineness of all signatures
thereon, the legal capacity of natural persons executing such documents and the
conformity to authentic original documents of all documents submitted to us as
copies. For the purpose of our opinion, we have not made an independent
investigation, or audit of the facts set forth in the above-referenced
documents.
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July 3, 2006

PAGE 2


     We are opining herein as to the effect on the subject transaction only of
the federal income tax laws of the United States and we express no opinion with
respect to the applicability thereto, or the effect thereon, of other federal
laws, the laws of any state or any other jurisdiction or as to any matters of
municipal law or the laws of any other local agencies within any state.

     Based on such facts and subject to the limitations set forth in the
Registration Statement, the statements of law or legal conclusions in the
Registration Statement under the caption "Taxation--US Federal Income Taxation"
constitute the opinion of Latham & Watkins LLP as to the material tax
consequences of an investment in the ADSs or Ordinary Shares.

     No opinion is expressed as to any matter not discussed herein.

     This opinion is rendered to you as of the date of this letter, and we
undertake no obligation to update this opinion subsequent to the date hereof.
This opinion is based on various statutory provisions, regulations promulgated
thereunder and interpretations thereof by the Internal Revenue Service and the
courts having jurisdiction over such matters, all of which are subject to change
either prospectively or retroactively. Also, any variation or difference in the
facts from those set forth in the Registration Statement may affect the
conclusions stated herein.

     This opinion is furnished to you, and is for your use in connection with
the transactions set forth in the Registration Statement. This opinion may not
be relied upon by you for any other purpose. However, this opinion may be relied
upon by persons entitled to rely on it pursuant to applicable provisions of
federal securities law.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the prospectus included in the Registration Statement. In giving
such consent, we do not thereby admit that we are within the category of persons
whose consent is required under Section 7 of the Act, or the rules or
regulations of the Commission promulgated thereunder.


                                            Very truly yours,

                                            /s/ Latham & Watkins LLP
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