postal address
    
    P.O. Box 71170
1008 BD AMSTERDAMoffice address
    
    Forum
Fred. Roeskestraat 100
1076 ED AMSTERDAM
The Netherlandsinternet
    
    www.loyensloeff.com
  
 JAMES HARDIE INDUSTRIES N.V.
 
  Company Registration SEC  Shares Supervisory
Board Share Plan Long Term Incentive Plan 2005 Managing Board Transitional Stock Option Plan
   General Meeting Documentation
 Plans
  (1)
    
    an electronically transmitted copy of an excerpt, dated 9
September 2008 (the Excerpt) of the
registration of the Company in the trade register of the Chambers of Commerce in the
Netherlands (the Trade Register) under number 34106455;
 (2)
    
    a facsimile copy of the deed of incorporation dated 26 October 1998 (the Deed of
    amsterdam  antwerp  arnhem  brussels  eindhoven  luxembourg  rotterdam  aruba  curacao  dubai  frankfurt  geneva  london  new york  paris  singapore  tokyo  zurich




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Incorporation);(3)
    
    a facsimile copy of the articles of association (statuten) of the Company, dated 20 August
2007 (the Articles);(4)
    
    an electronically transmitted copy of the Supervisory Board Share Plan;(5)
    
    an electronically transmitted copy of the Long Term Incentive Plan;(6)
    
    an electronically transmitted copy of the 2005 Managing Board Transitional Stock Option Plan;
and(7)
    
    an electronically transmitted copy of the draft registration
statement dated 9 September
2008 on form S-8 relating to the Registration, to be filed with SEC on or about 11 September
2008 (excluding the documents incorporated in the registration statement by reference and any
annexes to it) (the Registration Statement).
  (i)
    
    the genuineness of all signatures;(ii)
    
    the authenticity of all agreements, certificates, instruments, and other documents submitted
to us as originals;(iii)
    
    the conformity to the originals of all agreements, certificates, instruments and other
documents submitted to us as copies;(iv)
    
    that the information recorded in the Excerpt is true, accurate and complete as of the date of
the Plans and the date hereof (although not constituting conclusive evidence thereof, our
assumption is supported by information obtained by telephone today from the Trade Register
confirming that no changes were registered after the date of the Excerpt);(v)
    
    that the Company has not been dissolved (ontbonden), merged (gefuseerd), split up
(gesplitst), granted a suspension of payments (surseance verleend), declared bankrupt
(failliet verklaard), subjected to any other insolvency proceedings listed in Annex A or
winding up proceedings listed in Annex B of the 29 May 2000 Council Regulation (EC) No
1346/2000 on Insolvency Proceedings (the Insolvency Regulation), listed in Annex I to
Council Regulation (EC) No 881/2002 of 27 May 2002 or listed and marked with an asterisk in
the Annex to Council Common Position 2001/931 of 27 December 2001 relating to measures to
combat terrorism, as amended from time to time (although not constituting conclusive evidence
thereof, this assumption is supported by (a) the contents of the Excerpt, and (b) information
obtained by telephone today from (i) the bankruptcy clerks office (faillissementsgriffie) of
the court in Amsterdam, the Netherlands and (ii) the international bankruptcy clerks office
(internationale faillissementsgriffie) of the court in The Hague, the Netherlands);(vi)
    
    that the Articles are the articles of association (statuten) of the Company in force as of
the date of the Plans and the date hereof (although not constituting conclusive evidence
thereof, this assumption is supported by the contents of the Excerpt);(vii)
    
    that the entering into the Plans by the Company is in furtherance of its corporate objects
as meant in section 2:7 of the Dutch Civil Code;(viii)
    
    the Registration Statement has been or will have been filed with, and declared effective by,
the SEC in the form referred to above;(ix)
    
    the Shares to be issued will be newly issued shares;




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(x)
    
    the nominal amount of the Shares and any agreed share premium will have been validly paid;(xi)
    
    the Shares will be issued in registered form and in accordance with the requirements of the
Articles and will be validly accepted by the subscribers for them (although not constituting
conclusive evidence thereof, our assumption is supported by the General Meeting
Documentation);(xii)
    
    the Companys authorised share capital will at the time of issue be sufficient to allow for
the issue of the Shares; and(xiii)
    
    the Shares will be offered, issued and accepted by the subscribers in accordance with all
applicable laws (including, for the avoidance of doubt, Dutch law and including, the Act on
Financial Supervision (Wet op het financieel toezicht)).
  Share capital
   a.
    
    The opinions expressed herein may be affected or limited by the provisions of any applicable
bankruptcy (faillissement), insolvency, fraudulent conveyance (actio Pauliana),
reorganisation, suspension of payments (surseance van betaling) and other laws of general
application now or hereafter in effect, relating to or affecting the enforcement or protection
of creditors rights (including but not limited to the laws that apply pursuant to the
Insolvency Regulation).
 b.
    
    The validity of the Plans may be affected by the ultra vires provisions of section 2:7 of the
Dutch Civil Code. These provisions give legal entities the right to invoke the nullity of a
transaction if such transaction entered into by such entity cannot serve to realise the
objects of such entity and the other parties to such transaction knew, or without independent
investigation, should have known, that such objects and purposes have been exceeded. All
circumstances relevant in determining corporate benefit should be taken into account,
including the wording of the objects clause of the articles of association and the level of
(direct or indirect) benefit derived by the legal entity.
 Verordeningen




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/s/ Loyens & Loeff N.V.