Horne headlines Tahs' changes
Wycliff Palu has been injected as the Tahs' No.8 in place of Jed Holloway, who re-injured his shoulder during last week's match against the Crusaders.
Widely respected as one of the team's most experienced leaders, Palu continues to make a huge contribution to both the run-on side and the bench this season.
Zac Guildford returns as the starting XV as a wing, following his standout performance off the bench last week - which saw him cross for his debut try in the NSW jersey to deny his former Crusader teammates a bonus point.
Reliable utility back Matt Carraro also joins the matchday 15 on the opposite wing, while Rob Horne will play at inside centre for his 100th game for NSW.
Horne is the third Waratahs player to reach a century of games for NSW this year, having played his whole career for his home state after debuting for the Waratahs back in 2008.
Tough back row forward Jack Dempsey will provide added strength on the Waratahs' bench for this Friday's match, back after recovering from a shoulder injury suffered in South Africa.
Lock Will Skelton will notch 50 Super Rugby caps this weekend after running out for the same milestone for NSW games last week.
This Friday's match will be the last NSW Waratahs Super Rugby match for five weeks as the tournament breaks for the June internationals.
Waratahs: 15 Andrew Kellaway, 14 Matt Carraro, 13 Israel Folau, 12 Rob Horne, 11 Zac Guildford, 10 Bernard Foley, 9 Nick Phipps, 8 Wycliff Palu, 7 Michael Hooper (captain), 6 Dean Mumm, 5 Will Skelton, 4 Dave Dennis, 3 Tom Robertson, 2 Tatafu Polota-Nau, 1 Paddy Ryan.
Replacements: 16 Hugh Roach, 17 Jeremy Tilse, 18 Angus Ta'avao, 19 Sam Lousi, 20 Jack Dempsey, 21 Matt Lucas, 22 David Horwitz, 23 Reece Robinson.
Date: Friday, May 27
Venue: Allianz Stadium, Sydney
Kick-off: 19.40 (21.40 NZ time; 09.40 GMT)
Referee: Jaco Peyper (South Africa)
Assistant referees: Jaco van Heerden (South Africa), Ed Martin (Australia)
TMO: Peter Marshall