Exhibit (d)

                LETTERHEAD OF PATTERSON BELKNAP WEBB & TYLER LLP


                                                 October 27, 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 the
right to receive, subject to the terms of the ADR representing such ADS, two (2)
shares of common stock (the "Shares") of Seven & I Holdings Co., Ltd., 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 ADRs.


                                    Ex (d)-1


      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