EXHIBIT 5.2




                                        [        ], 2005




GRAVITY Co., Ltd.
Shingu Building
620-2 Shinsa-Dong, Gangnam-Gu
Seoul 135-894, Korea


Ladies and Gentlemen:

         We have acted as United States counsel to GRAVITY Co., Ltd., a company
limited by shares incorporated under the laws of the Republic of Korea (the
"Company"), in connection with the preparation and filing by the Company with
the Securities and Exchange Commission of the Registration Statement on Form F-1
dated January [ ], 2005 (the "Registration Statement") under the Securities Act
of 1933, as amended (the "Securities Act"), with respect to [ ] American
depositary shares (the "ADSs") representing [ ] Common Shares, par value W 500
per share (the "Shares"). The ADSs will be evidenced by American depositary
receipts (the "ADRs") to be issued under the Deposit Agreement to be entered
into by and among the Company, The Bank of New York, as Depositary (the
"Depositary"), and all holders and beneficial owners of ADSs evidenced by ADRs
issued thereunder (the "Deposit Agreement").

         We have examined (i) the Registration Statement (File No. [ ]) filed by
the Company under the Securities Act and (ii) a form of the Deposit Agreement,
which will form a




GRAVITY Co., Ltd.                    -2-                        [        ], 2005


part of the Registration Statement on Form F-6 to be filed by the Depositary and
the Company under the Securities Act. In addition, we have examined, and have
relied as to matters of fact upon, forms of the documents delivered to you at
the closing, and upon originals, or duplicates or certified or conformed copies,
of such corporate records, agreements, documents and other instruments and such
certificates or comparable documents of public officials and of officers and
representatives of the Company, and have made such other and further
investigations, as we have deemed necessary or appropriate as a basis for the
opinion hereinafter set forth.

         In such examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as duplicates or certified or conformed copies, and
the authenticity of the originals of such latter documents. We have assumed that
the Deposit Agreement and other documents will be executed by the parties in the
forms provided to and reviewed by us. We have further assumed that all
transactions relating to the ADRs will be carried out in accordance with the
terms of the Deposit Agreement and related documents.

         Based upon the foregoing, and subject to the qualifications,
assumptions and limitations stated herein, and in the Registration Statement, we
hereby confirm our opinion set forth in the Registration Statement under the
caption "Taxation -- U.S. federal income tax considerations."

         We do not express any opinion herein concerning any law other than the
federal tax law of the United States.



GRAVITY Co., Ltd.                     -3-                       [        ], 2005

                  We hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an exhibit to the Registration Statement
and to the reference to our firm under the headings "Taxation -- U.S. federal
income tax considerations" and "Legal Opinions" in the Registration Statement.

                                       Very truly yours,



                                       SIMPSON THACHER & BARTLETT