Exhibit (d)



                              [LETTERHEAD OF PBWT]

                                                              September 18, 2009

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 Deposit Agreement (as
hereinafter defined) for the purpose of registering under the United States
Securities Act of 1933, as amended (the "Securities Act"), 100,000,000 American
Depositary Shares (the "ADSs") to be issued under the Deposit Agreement, by and
among Citibank, N.A., as Depositary, Home Retail Group plc, a company organized
under the laws of England and Wales (the "Company"), and the Holders and
Beneficial Owners (each as defined in the Deposit Agreement and hereinafter used
as so defined) from time to time of ADSs issued thereunder, a draft copy of
which is being filed as Exhibit (a) to the Registration Statement (the "Deposit
Agreement"). Each ADS will represent, subject to the terms and conditions of the
Deposit Agreement and, if applicable, the American Depositary Receipt ("ADR")
representing such ADS, the right to receive four (4) ordinary shares of the
Company (the "Shares").

            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 United States 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
United States 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, the Deposit Agreement
will have been duly executed and delivered, 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 Deposit Agreement and the Registration Statement, will be
legally issued and will entitle the Holders to the rights specified in the
Deposit Agreement and, if applicable, the ADR(s) evidencing the ADS(s).



            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