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The Waratahs have come from behind in the second half to score a bonus point victory over the Lions and keep their semi-final hopes alive.
The visitors scored four first half tries to take a commanding lead at the break, however it took a try five minutes from full-time to secure a 38-33 victory at Ellis Park, Johannesburg.
The result moves the HSBC Waratahs into third on the Super 14 ladder, however results in the Blues-Crusaders, Reds-Hurricanes and Sharks-Bulls clashes on Saturday will determine their semi-final fate.
NSW started in the best possible way when Lachie Turner scored after a Timana Tahu break in the fifth minute, and then went further ahead when Luke Burgess found space on the fringe of the ruck before offloading to Dean Mumm who crossed under the posts.
The Lions were quick to hit back, however, with an Andre Pretorius penalty in the 14th minute followed three minutes later by a converted try to Jano Vermaak which reduced the margin to four.
Pretorius then chanced his arm at a drop goal while referee Marius Jonker was playing advantage for a high tackle, reducing the margin to one.
NSW returned to their game plan and started making territorial inroads. The pressure resulted in the Lions going long on a 5m lineout, however captain Phil Waugh read the play beautifully to steal the throw and drop over the line to score in the 31st minute.
Three minutes later the Waratahs snared the four-try bonus point when a desperate pass by Burgess found Peter Playford who looked up to find a gaping hole which he went through and scored under the posts.
Daniel Halangahu's fourth conversion from as many attempts took the visitors to a 28-13 lead at the break.
The Lions were desperate to score first in the second half and Vermaak crossed for his second try in the 43rd minute, with the Pretorius' conversion closing the margin to eight.
The Lions skipper continued to apply pressure with the boot kicking another drop goal and another penalty inside the following ten minutes, taking the score to 28-26 just 12 minutes into the half.
In the 55th minute Timana Tahu was shown a yellow card for a high tackle, and the momentum continued the Lions way when Man of the Match Willem Alberts crossed five minutes later to put the home side in the lead for the first time.
Halangahu kicked his first penalty of the game in the 67th minute to take the score to 33-31, setting up a grandstand finish.
The Waratahs had to work hard for territory, then after recycling the ball over a series phases spread the ball wide to replacement Tom Carter who scored the fifth try of the night for the visitors.
Halangahu's conversion took the Waratahs to 38-33 advantage; a handy lead with five minutes remaining given Pretorius' great night with the boot.
As the clock wound down the Lions were not deterred and looked to have crossed just seconds before the siren however Jonker ruled the pass to Deon van Rensburg forward, breaking the hearts of the Ellis Park crowd and keeping NSW's semi-final hopes alive.
HSBC Waratahs 38 (Lachie Turner, Dean Mumm, Phil Waugh, Peter Playford, Tom Carter tries; Daniel Halangahu 5 cons, pen) d Lions 33 (Jano Vermaak 2, Willem Alberts tries; Andrew Pretorius 3 cons, 2 pens, 2 cons) at Ellis Park, Johannesburg. Half-time: HSBC Waratahs 28-13. Referee: Marius Jonker (RSA). Man of the Match: Willem Alberts (Lions).
BY THE CLOCK
3rd minute - Lachie Turner try, Daniel Halangahu conversion; HSBC Waratahs 7-0.
11th minute - Dean Mumm try, Daniel Halangahu conversion; HSBC Waratahs 14-0.
14th minute - Andre Pretorius penalty goal; HSBC Waratahs 14-3.
17th minute - Jano Vermaak try, Andre Pretorius conversion; HSBC Waratahs 14-10.
24th minute - Andre Pretorius drop goal; HSBC Waratahs 14-13.
31st minute - Phil Waugh try, Daniel Halangahu conversion; HSBC Waratahs 21-13.
34th minute - Peter Playford try, Daniel Halangahu conversion; HSBC Waratahs 28-13.
43rd minute - Jano Vermaak try, Andre Pretorius conversion; HSBC Waratahs 28-20.
49th minute - Andre Pretorius drop goal; HSBC Waratahs 28-23.
52nd minute - Andre Pretorius penalty goal; HSBC Waratahs 28-26.
55th minute - Timana Tahu yellow card.
58th minute - Willem Alberts try, Andre Pretorius conversion; Lions 33-28.
67th minute - Daniel Halangahu penalty goal. Lions 33-31.
75th minute - Tom Carter try, Daniel Halangahu conversion; HSBC Waratahs 38-33