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Exhibit 5.1
NISHITH DESAI ASSOCIATES
Legal & Tax Counseling Worldwide
Mumbai Office
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<S> <C>
93-B Mittal Court 220 California Ave.
Nariman Point Suite 201
Mumbai 400 021 India Palo Alto, CA 94306, USA
Tel: 91 (22) 282 0609 Tel: 650-325-7100
Fax: 91 (22) 287 5792 Fax: 650-325-7300
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Ref: Opinion
October 11, 2000
Wipro Limited
Doddakannelli
Sarjapur Road
Bangalore, Karnataka 560 035 India
RE: WIPRO LIMITED'S REGISTRATION STATEMENT ON FORM F-1
Ladies and Gentlemen:
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 3,162,500
equity shares (including up to 412,500 equity shares that the underwriters
have the option to purchase to cover over-allotments, if any), par value Rs. 2
per share (the "Shares") of Wipro Limited, a company with limited liability
incorporated in the Republic of India (the "Company"). Each of the Shares
being so registered is represented by one American Depositary Share. We have
examined the registration statement on Form F-1 (the "Registration Statement")
filed by you with the United States Securities and Exchange Commission on
October 11, 2000 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"). As your
counsel, we have also examined, under Indian law, the proceedings proposed to
be taken in connection with such offering and sale of the Shares.
Strictly limited to Indian law, it is our opinion that the Shares to be sold
by the Company in the offering pursuant to the Underwriting Agreement have
been duly authorized and validly issued and are fully paid and non-assessable
(i.e. there is no pre-existing right or encumbrance over the equity shares of
the Company represented by the ADSs).
We hereby confirm to you that subject to the assumptions and limitations set
forth therein, the statements set forth under the caption "Taxation--Indian
Taxation" in the prospectus included in the Registration Statement constitute
our opinion with respect to the Indian income tax consequences of the
acquisition, ownership and disposition of the Shares and the American
Depositary Shares representing such Shares.
We consent to the reference to our firm under the captions "Validity of
Securities," "Taxation--Indian Taxation," "Legal Matters," and "Enforcement of
Civil Liabilities" in the prospectus included as a part of the Registration
Statement and to the use of this opinion as an exhibit to the Registration
Statement.
Sincerely yours,
/s/ Nishith Desai Associates
Nishith Desai Associates
