FFB:AKR                                                      [o], 2010



Deutsche Bank Trust Company Americas,
     as Depositary under the Deposit Agreement
     referred to below
60 Wall Street
New York, NY 10005
United States



Ladies and Gentlemen:

     We refer to the Registration Statement on Form F-6 (the "Registration
Statement") relating to American Depositary Shares (as defined in the Deposit
Agreement, dated as of [o], 2010, by and among Murray & Roberts Holdings
Limited, the Depositary and the Holders and Beneficial Owners referred to
therein (the "Deposit Agreement")) evidenced by Receipts (as defined in the
Deposit Agreement), each Receipt representing one ordinary share of Murray &
Roberts Holdings Limited (the "Company"), each with a par value of ZAR 0.10.
Terms used herein and defined in the Deposit Agreement are used herein as so
defined.

     In rendering the opinions set forth herein, we have assumed that (i) the
Deposit Agreement will have been duly authorized, executed and delivered by the
Company and will constitute a valid and legally binding obligation of the
Company enforceable against it in accordance with its terms, (ii) the relevant
Deposited Securities will have been duly deposited with a Custodian under and in
accordance with all applicable laws and regulations, (iii) the choice of New
York law contained in the Deposit Agreement is legal and valid under the laws of
the Republic of South Africa and (iv) insofar as any obligation under the
Deposit Agreement is to be performed in, or by a party organized under the laws
of, any jurisdiction outside of the United States of America, its performance
will not be illegal or ineffective in any jurisdiction by virtue of the law of
that jurisdiction.

     Based upon and subject to the foregoing, we are of the opinion that the
American Depositary Shares covered by the Registration Statement, when evidenced
by Receipts that are duly executed and delivered by the Depositary and issued in
accordance with the terms of the Deposit Agreement, will be validly issued and
will entitle the registered holders thereof to the rights specified in the
Deposit Agreement and those Receipts.

     The foregoing opinion is limited to the laws of the State of New York and
we express no opinion as to the laws of any other jurisdiction.


Deutsche Bank Trust Company Americas, as Depositary

[o], 2010



     We hereby consent to the use of this opinion as Exhibit (d) to the
Registration Statement. In giving such consent, we do not admit hereby that we
are within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended.

                                                    Very truly yours,


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