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Flanker Justin Tipuric will captain Wales as head coach Warren Gatland makes 13 changes because of their final World Cup pool game against Uruguay.
Wing Josh Adams and centre Hadleigh Parkes will be the only players remaining from Wednesdays win over Fiji.
After recovering from appendix surgery, lock Adam Beard makes his first World Cup appearance.
Wales require just two points to finish top of Pool D. and have achieved quarter-final qualification
Wales were planning to make changes for this fixture, given the turnaround out of Wednesday success against Fiji.
The amount of accidents picked up during this match, with facility Jonathan Davies and Dan Biggar forced off the area in Oita compounded the need to rotate the squad.
Gatland said George North carried an knock into also the need along with also the Fiji game to break Adams was contributed to by again starting despite the latter suffering a dead leg in that match.
Adams switches in the left right wing together with Hallam Amos creating his very first tournament appearance.
Hooker Ryan Elias, lock Bradley Davies and scrum-half Aled Davies make their very first taste of action in Japan.
Injuries and spinning mean Wales have picked scrum-halves Gareth Davies and Tomos Williams because their backs on the seat, along with six forwards.
Meaning there will be no professional fly-half cover for Rhys Patchell, that starts at 10 in the lack of Biggar.
Gatland has indicated the cover will probably come from Parkes, with limited experience of playing rugby at fly-half, or Amos, that has never played in his mature career at 10.
The replacement scrum-halves might also be asked to cover the position.
The Wales coach says having four times between the Fiji and Uruguay matches has imposeda tiny juggling act and selection discussions comprised asking flanker James Davies to perform in the backs.
We knew that right from the start we were going to expose a few gamers, said Gatland.
I talked before the World Cup [to say] wed probably go into this game with just one 10 anyhow so were looking for cover there too.
Its been tough with the brief turnaround, however we have a backpack which are all fresh and pretty excited and they are looking forward to the opportunity.
The message to the players to the match against Uruguay is that the door is not closed. There are chances for players to go out there and impress and stake a claim for those quarter-finals.
Gatland added:We spoke about whether we might have put James Davies from the backs. He has a lot of sevens expertise and Justin (Tipuric) can be fairly comfortable playing in the broader channels also.
We are confident weve got cover with gamers and having the ability to move about if we will need to accomplish this.
We have had two players back upward in Hadleigh Parkes and Josh Adams.
Ideally we would have liked to have given Josh a break, but that has not been the case and that is why we have ended up going for a 6-2 split with two nines covering the backs.
Gareth (Davies) went onto the wing at the end of the Fiji match and did a very good job to us. We have two quality nines who can cover different positions.
Wales: Halfpenny; Adams, Watkin, Parkes, Amos; Patchell, A Davies; Smith, Elias, Lewis, B Davies, Beard, Shingler, Tipuric (capt), Wainwright.
Replacements: G Davies, Dee, Carre Ball, Moriarty T Williams.
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