Exhibit 5.1
SHIN & KIM
ATTORNEYS AT LAW TEL: 82 2 316-4114
MAILING ADDRESS : ACE TOWER, 4TH FLOOR FAX: 82 2 756-6226
C. P. O. BOX 8261 1-170, SOONHWA-DONG, CHUNG-KU SHINKIM@SHINKIM.COM
SEOUL 100-682, KOREA SEOUL 100-712, KOREA WWW.SHINKIM.COM
November 18, 2005
WiderThan Co., Ltd.
17F, K1 REIT Building, 463 3-Ga
Chungjeong-Ro,Seodaemun-Gu
Seoul, Korea
Ladies and Gentlemen:
We have acted as Korean counsel for WiderThan Co., Ltd., a joint stock
corporation with limited liability (chusik-hoesa) established under the laws of
the Republic of Korea (the "Company") in connection with the preparation and
filing with the United States Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act"), of the Company's registration statement on Form F-1 (the "Registration
Statement") relating to the offering, as set forth in the Registration Statement
and the form of prospectus contained therein (the "Prospectus"), of shares of
the Company's common stock, par value Won 500 per share (the "Shares").
We have reviewed the originals or copies, certified or otherwise identified to
our satisfaction of such instruments and other documents, and we have made such
investigations of law, as we have deemed appropriate as a basis for the opinion
expressed below. 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 certified or photostatic copies, and the
authenticity of the originals of such copies. As to any facts material to this
opinion that we did not independently establish or verify, we have relied upon
statements and representations of officers and other representatives of the
Company.
Based upon the foregoing, and subject to further qualifications set forth below,
we are of the opinion that:
(a) All outstanding Shares have been validly issued, fully paid and
non-assessable.
(b) When the Shares to be issued by the Company as contemplated in the
Registration Statement or pursuant to any registration statement
related thereto filed by the Company with the Commission have been
duly paid for by the purchasers thereof, such Shares will be validly
issued, fully paid and non-assessable.
SHIN & KIM
(c) The statements set forth in the Prospectus under the heading "Taxation
- Korean Taxation", insofar as such statements purport to summarize
certain Korean tax laws relating to the ADSs (as defined in the
Prospectus) and the Shares, constitute a fair summary of the principal
Korean tax consequences to the non-resident holders (as described in
the Prospectus) of the ADSs.
This opinion is limited to the matters addressed herein and is not to be read as
an opinion with respect to any other matter. This opinion is given with respect
to the laws of Korea as currently in effect and we do not pass upon and we
express no opinion in respect of those matters governed by or construed in
accordance with the laws of any jurisdiction other than Korea.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the heading "Legal
Matters" in the Prospectus, without thereby admitting that we are "experts"
under the Securities Act or the rules and regulations of the Commission
thereunder for the purpose of any part of the Registration Statement, including
the exhibit as which this opinion is filed.
Yours faithfully,
/s/ Shin & Kim
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Shin & Kim
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