Exhibit (d)

                LETTERHEAD OF PATTERSON BELKNAP WEBB & TYLER LLP

                                January 9, 2008

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 American Depositary
Receipts ("ADR(s)") evidencing American Depositary Shares ("ADS(s)"), each ADS
representing, subject to the terms of the ADR(s) representing such ADS, the
right to receive one-half of one (1) share of common stock (the "Shares") of NEC
Electronics Corp., a company organized under the laws of Japan. The Registration
Statement is being filed for the purpose of registering 50,000,000 ADSs under
the U.S. Securities Act of 1933, as amended (the "Securities Act").

            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 of 1986, as amended, 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, and the Shares will have
been legally issued, we are of the opinion that the ADSs, when issued in
accordance with the terms of the ADRs and the Registration Statement, will be
legally issued and will entitle the registered holders of the ADSs to the rights
specified in the applicable ADR(s).


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            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


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