June 18, 2007

Citibank, N.A.
Depositary Receipts Services
388 Greenwich Street, 14th floor
New York, NY 10013

Re: American Depositary Shares evidenced by American Depositary Receipts
representing one (1) fully-paid Ordinary Share, par value 0.48 Euro per share,
of TNT N.V.

Ladies and Gentlemen:

I refer to the Registration Statement on Form F-6 (the "Registration Statement")
to be filed with the Securities and Exchange Commission ("SEC") by the legal
entity created by the Deposit Agreement (as hereinafter defined) for the purpose
of registering under the Securities Act of 1933, as amended ("Securities Act"),
50,000,000 American Depositary Shares ("ADSs") to be issued under the Deposit
Agreement, dated as of June 15, 1998, by and among Citibank, N.A. as Depositary,
TNT N.V., a company organized under the laws of the Netherlands (the "Company"),
and the Holders and Beneficial Owners of American Depositary Shares ("ADSs")
evidenced by American Depositary Receipts ("ADRs") issued thereunder (the
"Deposit Agreement"). Each ADS will represent, subject to the terms and
conditions of the Deposit Agreement, one (1) fully-paid ordinary share, par
value 0.48 Euro per share, of the Company.

Assuming that (i) the Deposit Agreement has been duly authorized, executed and
delivered by the Company and will constitute a legal, valid and binding
obligation of the Company enforceable against it in accordance with its terms,
(ii) the relevant ordinary shares 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 Netherlands, (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, its performance will not be
illegal and ineffective in any jurisdiction by virtue of the law of that
jurisdiction, and (v) the effectiveness of the Registration Statement at the
time of their issuance, I am of the opinion that the ADSs covered by the
Registration Statement, when issued in accordance with the terms and conditions
of the Deposit Agreement, will be legally issued and will entitle Holders (as
such term is defined in the Deposit Agreement) of ADSs to the rights specified
in the Deposit Agreement and the ADRs.



I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement.

This opinion is limited to the laws of the State of New York and the Federal
laws of the United States.


Very truly yours,


/s/ Patricia Brigantic

Patricia Brigantic
Director & Associate General Counsel