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- F-4 Registration of securities (foreign)
- 3.1 Merger Instrument, Dated July 29, 2003 Relating to the Merger of Telecom Italia
- 3.2 Coordinated Articles of Incorporation of Telecom Italia Capital
- 4.1 Registration Rights Agreement, Dated October 22, 2003
- 4.2 Purchase Agreement, Dated October 22, 2003
- 4.3 Indenture, Dated October 29,2003
- 4.4 First Supplemental Indenture, Dated October 29, 2003
- 4.5 Form of Series a 4% Guaranteed Senior Note Due 2008
- 4.6 Form of Series B 5.25 % Guaranteed Senior Note Due 2013
- 4.7 Form Series C 6.375 % Guaranteed Senior Note Due 2033
- 5.1 Opinion of Morgan, Lewis & Bockius LLP
- 5.2 Opinion of Linklaters Loesch
- 5.3 Opinion of Gianni Origoni Grippo & Partners
- 23.1 Consent of Reconta Ernst & Young S.p.a., Independent Accountants, Dated 6/4/04
- 23.2 Consent of Deloitte & Touche Sociedad De Auditores Y Consultores Limitada
- 23.3 Consent of Pricewaterhousecoopers S.p.a., Independent Accountants, Dated 6/4/04
- 23.4 Consent of KPMG Alpen-treuhand GMBH, Independent Accountants Dated 6/4/04
- 23.5 Consent of Grant Thornton, Independent Accountants, Dated 6/4/04
- 23.6 Consent of KPMG Asutria GMBH & Grant Thornton-jonasch & Platzer, Dated 6/4/04
- 23.7 Consent of KPMG Austria GMBH & Grant Thornton-jonasch &Platzer, Dated 6/4/2004
- 23.8 Consent of Pricewaterhousecoopers, Independent Accountants, Dated June 4, 2004
- 23.12 Consent of Maisto E Associati
- 25.1 Statement of Eligibility of Trustee on Form T-1
- 99.1 Form of Letter of Transmittal
- 99.2 Form of Notice of Guaranteed Delivery
- 99.3 Form of Letter of Instruction to Registered Holders
- 99.4 Form of Letter to Clients
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement of Telecom Italia Capital on Form F-4 of our report dated January 26, 2004, except for Note 38 for which the date is March 31, 2004 (which report expresses an unqualified opinion and includes an explanatory paragraph referring to the translation of Chilean peso amounts into U.S. dollar amounts and an explanatory paragraph regarding the reconciliation of Chilean GAAP to U.S. GAAP for net income and shareholders’ equity and the application thereof), relating to the consolidated financial statements of Empresa Nacional de Telecomunicaciones S.A. as at December 31, 2003 and 2002 and for the three years ended December 31, 2003, appearing in the Annual Report on Form 20-F of Telecom Italia S.p.A. for the years ended December 31, 2003, 2002 and 2001. We also consent to the reference to us under the heading “Independent Accountants” in the Prospectus, which is a part of this Registration Statement.
Santiago, Chile
June 4, 2004
Una firma miembro de
Deloitte Touche Tohmatsu