Tom Youngs and Tom Croft are in the starting line-up for the match at the Allianz Stadium, with club colleagues Dan Cole, Geoff Parling and Ben Youngs among the replacements.
Of the six Tigers tourists, only Manu Tuilagi, who has been nursing a shoulder knock since last Saturday’s win over Queensland Reds, sits this one out.
The Lions are unbeaten in four games so far against the Barbarians in Hong Kong, and Western Force, Queensland Reds and Combined Country in Australia.
Simon Zebo, who joined the tour party on Tuesday after injury to Tommy Bowe, makes his Lions debut and Rob Kearney will make his first appearance of the tour on the bench after recovering from a leg injury.
Tour manager Andy Irvine said: "The match represents the final Saturday match prior to the First Test in Brisbane. Naturally, the players know that Test places are still up for grabs and they will be eager to press for selection against the Wallabies.”
Head coach Warren Gatland added: “It would be great to remain unbeaten and take that momentum into the First Test. However, more importantly we are looking to finalise key playing combinations and strengthen our patterns of play during the next two matches.
“To beat the Waratahs we know we have to improve on our strong performance against the Reds. This side is more than capable of doing that.”
The Waratahs v Lions match is a 10.40am kick-off UK time on Saturday and will be shown live on Sky Sports.
British & Irish Lions (v HSNC NSW Waratahs, June 12, Sydney)
15 Leigh Halfpenny (Cardiff Blues/Wales)
14 Sean Maitland (Glasgow Warriors/Scotland)
13 Jonathan Davies (Scarlets/Wales)
12 Jamie Roberts (Cardiff Blues/Wales)
11 Simon Zebo (Munster/Ireland)
10 Jonathan Sexton (Leinster/Ireland)
9 Mike Phillips (Bayonne/Wales)
1 Mako Vunipola (Saracens/England)
2 Tom Youngs (Leicester Tigers/England)
3 Adam Jones (Ospreys/Wales)
4 Alun Wyn Jones (Ospreys/Wales)
5 Paul O’Connell (Munster/Ireland)
6 Tom Croft (Leicester Tigers/England)
7 Sam Warburton (Cardiff Blues/Wales)(c)
8 Jamie Heaslip (Leinster/Ireland)
Replacements
16 Richard Hibbard (Ospreys/Wales)
17 Alex Corbisiero (London Irish/England)
18 Dan Cole (Leicester Tigers/England)
19 Geoff Parling (Leicester Tigers/England)
20 Dan Lydiate (Dragons/Wales)
21 Ben Youngs (Leicester Tigers/England)
22 Owen Farrell (Saracens/England)
23 Rob Kearney (Leinster/Ireland)
