Hitachi Ltd – ‘F-6’ on 11/14/07 – EX-99.(D)

On:  Wednesday, 11/14/07, at 8:29am ET   ·   Accession #:  1193805-7-2856   ·   File #:  333-147373

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Registration of Depositary Shares Evidenced by American Depositary Receipts (Not Effective Immediately)   —   Form F-6
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: F-6         Registration of Depositary Shares Evidenced by        12     30K 
                          American Depositary Receipts (Not                      
                          Effective Immediately)                                 
 2: EX-99.(A)(I)  Form of Second Amended and Restated Deposit         51    217K 
                          Agreement                                              
 3: EX-99.(A)(II)  Amendment No. 1 to Amended and Restated Deposit     7     21K 
                          Agreement                                              
 4: EX-99.(A)(III)  Amended and Restated Deposit Agreement            42    177K 
 5: EX-99.(D)   Opinion of Counsel to the Depositary                   2      9K 

EX-99.(D)   —   Opinion of Counsel to the Depositary

EX-99.(D)
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[LETTERHEAD OF PATTERSON BELKNAP WEBB & TYLER LLP]

November 14, 2007                                                               

Citibank, N.A. - ADR Department                                                 
388 Greenwich Street                                                            
New York, New York 10013                                                        

Ladies and Gentlemen:                                                           

We refer to the Registration Statement on Form F-6 (the 
"Registration Statement") to be filed with the Securities and Exchange          
Commission (the "SEC") by the legal entity created by the Deposit Agreement (as 
hereinafter defined) for the purpose of registering under the U.S. Securities   
Act of 1933, as amended (the "Securities Act"), 100,000,000 American Depositary 
Shares (the "ADSs") to be issued under the Second Amended and Restated Deposit  
Agreement (the "Deposit Agreement"), by and among Citibank, N.A., as Depositary,
Hitachi, Ltd. (Kabushiki Kaisha Hitachi Seisakusho), a company incorporated     
under the laws of Japan (the "Company"), and the Holders and Beneficial Owners  
(each as defined in the Deposit Agreement and hereinafter used as so defined)   
from time to time of ADSs issued thereunder, a draft copy of which is being     
filed as Exhibit (a)(i) to the Registration Statement. Each ADS will represent, 
subject to the terms and conditions of the Deposit Agreement and, if applicable,
the American Depositary Receipt ("ADR") representing such ADS, ten (10) shares  
of common stock, without par value, of the Company (the "Shares").              

         Nothing contained herein or in any document referred to herein is
intended by this firm to be used, and the addressees hereof cannot use anything 
contained herein or in any document referred to herein, as "tax advice" (within 
the meaning given to such term by the U.S. Internal Revenue Service ("IRS") in  
IRS Circular 230 and any related interpretative advice issued by the IRS in     
respect of IRS Circular 230 prior to the date hereof, and hereinafter used      
within such meaning and interpretative advice). Without admitting that anything 
contained herein or in any document referred to herein constitutes "tax advice" 
for any purpose, notice is hereby given that, to the extent anything contained  
herein or in any document referred to herein constitutes, or is or may be       
interpreted by any court, by the IRS or by any other administrative body to     
constitute, "tax advice," such "tax advice" is not intended or written to be    
used, and cannot be used, for the purpose of (i) avoiding penalties under the   
U.S. Internal Revenue Code, or (ii) promoting, marketing or recommending to any 
party any transaction or matter addressed herein.                               

      Assuming that, at the time of their issuance, the Registration
Statement will have been declared effective by the SEC, the Deposit Agreement   
will have been duly executed and delivered, and the Shares will have been       
legally issued, we are of the opinion that the ADSs, when issued in accordance  

EX-99.(D)
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Citibank, N.A. - ADR Department                                                 
November 14, 2007                                                               
Page 2                                                                          

with the terms of the Deposit Agreement and the Registration Statement, will be 
legally issued and will entitle the Holders to the rights specified in the      
Deposit Agreement and, if applicable, the ADR(s) evidencing the ADS(s).         

            This opinion is limited to the laws of the State of New York and the
Federal laws of the United States. Without admitting that we are within the     
category of persons whose consent is required under Section 7 of the Securities 
Act, we hereby consent to the use of this opinion as Exhibit (d) to the         
Registration Statement.                                                         

                   Very truly yours,

                                    PATTERSON BELKNAP WEBB & TYLER LLP

                         By: /s/ Herman H. Raspe
                                             -----------------------------------
                              A Member of the Firm

Dates Referenced Herein

				Referenced-On Page
This ‘F-6’ Filing		Date		First		Last			Other Filings
Filed on:		11/14/07		1		2			None on these Dates
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