Exhibit (d)

                              [LETTERHEAD OF PBWT]

October 9, 2009                                        Herman H. Raspe
                                                       Partner
                                                       (212) 336-2301
                                                       Direct Fax (212) 336-2346
                                                       hhraspe@pbwt.com

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, Delek Group Ltd., a company organized under the laws of Israel
(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") evidencing such ADS, the right to
receive one-tenth (1/10th) of one ordinary share 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).



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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