Exhibit 5.2

                          Willkie Farr & Gallagher LLP
                               787 Seventh Avenue
                             New York, NY 10019-6099


September 16, 2008

Teva Pharmaceutical Industries Limited
5 Basel Street
Petach Tikvah  49131
Israel

Ladies and Gentlemen:

We have acted as special U.S. counsel for Teva Pharmaceutical Industries
Limited, an Israeli corporation (the "Company"), in connection with the Teva
Pharmaceutical Industries Limited 2008 Employee Stock Purchase Plan for U.S.
Employees (the "Plan"). The Company is filing a registration statement on Form
S-8 (the "Registration Statement") with the United States Securities and
Exchange Commission to register the offering and sale of 3,500,000 ordinary
shares, par value NIS 0.1 per share, of the Company (the "Shares"), to be issued
under the Plan. The Shares may be represented by the Company's American
Depository Shares ("ADSs") under the Amended and Restated Deposit Agreement, as
amended, dated as of January 11, 2008 (the "Deposit Agreement"), among the
Company, The Bank of New York, as depositary (the "Depositary"), and the holders
from time to time of the Company's ADSs. The Shares being registered are
issuable in accordance with the terms of the Plan to certain employees of the
Company or its affiliates (the "Employees") in connection with the purchase of
ADSs pursuant to the Plan.

We have reviewed the Deposit Agreement evidencing ADSs and have considered such
aspects of New York law as we have deemed relevant for purposes of the opinion
set forth below. In such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity to authentic originals of all documents submitted to us as
copies.

Subject to the qualifications set forth below, and based upon, and subject to,
the foregoing, we are of the opinion that:

1.   The Deposit Agreement, assuming due authorization, execution and delivery
     by the Depositary and the Company, constitutes a legal, valid, binding and
     enforceable agreement of the Company, subject to applicable bankruptcy,
     insolvency and similar laws affecting creditors' rights generally, and
     subject as to enforceability, to general principles of equity (regardless
     of whether enforcement is sought in a proceeding in equity or at law).

2.   The ADSs, when sold or delivered to the Employees in accordance with the
     Plan, will entitle the holders of such ADSs to the rights specified in the
     Deposit Agreement.





Teva Pharmaceutical Industries Limited
September 16, 2008
Page 2

We are members of the bar of the State of New York and do not express any
opinion as to the laws of any other jurisdiction.

This opinion is being rendered solely in connection with the registration of the
offering and sale of the Shares, as represented by ADSs, pursuant to the
registration requirements of the Securities Act of 1933, as amended (the
"Securities Act"). We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement. By giving our consent, we do not admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations issued or promulgated thereunder.

Very truly yours,

/S/ WILLKIE FARR & GALLAGHER LLP