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Top model Bar Refaeli will truly make you sweat on the cover of Spanish Elle’s May Issue. Her stunning nude cover photo, along with a topless photo-shoot on a breathtaking sea shore will make you wonder... How did Leonardo Dicaprio let her go?

Bar Refaeli is one of the hottest top models today. She has graced the cover of Sports Illustrated, starred in high budget campaigns and even managed to beat Gisele Bundchen in the battle over Leonardo Dicaprio’s heart. Spanish Elle magazine chose the Israeli stunner to appear on its May cover and the outcome is a beautiful editorial with the model.

On the cover of the May issue, Refaeli wears nothing but her famous, sexy-yet-innocent smile. Although the cover is fun, the inside pages are simply sexy (this time without the innocence). In some photos, 26 year-old Refaeli wears tiny white bikini bottoms, while in other shots she went completely nude.

Apart from being a natural beauty, Refaeli is well trained in hiding what needs to be hidden. Therefore, you can see the 26 year old model lying on the beach, jumping into the air and posing her sexy body for the camera, but if breasts are what you are looking for, then you’ll be disappointed. Refaeli has done a fabulous job of keeping the shoot sexy, yet classy.

In one daring picture, Refaeli leaps into the air for a spontaneous photo op, her breasts are covered with one of her hands, while she flashes a peace sign with the other. Behind the top model, the phrase “Go Bar” is written with rocks on the white sands. As you can imagine, this picture also shows Bar’s gorgeous smile. This was the picture Refaeli chose to share on her Facebook page.

“I hope you love the issue as much as I loved working on it,” said Bar to her fans on a behind the scenes video. Yes, dear, we loved it very much. Thanks!