Exhibit 8.2

                                                               November 18, 2005

WiderThan Co., Ltd.
17F, K1 REIT Building 463 3-Ga
Chungjeong-Ro, Seodaemun-Gu
Seoul 120-709, Korea

Ladies and Gentlemen:

          We have acted as United States counsel to WiderThan Co., Ltd., a
limited liability company 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 November 18, 2005 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to
6,000,000 American depositary shares (the "ADSs") representing 6,000,000 Common
Shares, par value W500 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, JPMorgan Chase Bank,
N.A., 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.
333-        ) filed by the Company under the Securities Act and (ii) a form of
the Deposit Agreement, which will form a 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



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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.

          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
references to our firm under the



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headings "Taxation--U.S. federal income tax considerations" and "Legal Matters"
in the Registration Statement.

                                        Very truly yours,


                                        /s/ Simpson Thacher & Bartlett LLP
                                        ----------------------------------------
                                        SIMPSON THACHER & BARTLETT LLP