Ziegler, Ziegler & Associates LLP
                                Counselors at Law
                        570 Lexington Avenue, 44th Floor
                            New York, New York 10022
                                 (212) 319-7600
                            Telecopier (212) 319-7605

                                  July 30, 2003

JPMorgan Chase Bank,  as Depositary
1 Chase Manhattan Plaza
New York, New York 10081

                           American Depositary Shares
                    evidenced by American Depositary Receipts
                     for deposited shares of common stock of
                              NEC Electronics Corp.

Dear Sirs:

                Referring to the Registration Statement on Form F-6 relating to
the above-entitled American Depositary Shares ("ADSs") evidenced by American
Depositary Receipts ("ADRs") each ADS representing one-half of one share of
common stock of NEC Electronics Corp. (the "Company"), a corporation
incorporated under the laws of Japan.

                We are of the opinion that the ADSs covered by the Registration
Statement, when issued in accordance with the terms of the form of ADR attached
as Exhibit (a) to the Registration Statement, will, when sold, be legally issued
and will entitle the holders thereof to the rights specified in the form of ADR.

                The foregoing opinion is limited to the Federal laws of the
United States and the laws of the State of New York, and we are expressing no
opinion as to the effect of the laws of any other jurisdiction.

                We hereby consent to the use of this opinion as Exhibit d of the
above-mentioned Registration Statement. In giving such consent, we do not admit
thereby that we are within the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended.

                                        Very truly yours,

                                        /s/ Ziegler, Ziegler & Associates LLP