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- S-4/A Registration of securities issued in business combination transactions
- 3.1.1 Certificate of Incorporation, Clayton Acquistion
- 3.1.2 Amended and Restated Certificate of Incorporation, Esmark
- 3.2.1 Bylaws of Clayton Acquisition Corporation
- 3.2.2 Bylaws of Esmark Incorporation
- 5.1 Opinion of Mcguirewoods LLP
- 8.1 Opinion of Mcguirewoods LLP As to Certain Tax Matters
- 8.2 Opinion of Buchanan Ingersoll & Rooney, P.C. As to Certain Tax Matters
- 23.1 Consent of Pricewaterhousecoopers LLP
- 23.2 Consent of Grant Thornton LLP
- 23.3 Consent of Altschuler, Melvoin and Glasser LLP
- 23.4 Consent of Hausser + Taylor LLC
- 23.5 Consent of Murray Wells Wendeln & Robinson Cpas, Inc
- 23.6 Consent of Grant Thornton LLP
- 99.11 Consent of Ubs Securities LLC
- 99.13 Form of Consent Solicitation
- 99.14 Wheeling-pittsburgh Election Form/ Letter of Transmittal
- 99.15 Put Rights Exercise Notice
- 99.16 Purchase Rights Exercise Notice
- COVER Cover
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-4 of Clayton Acquisition Corporation of our report dated March 16, 2007, except as to the going concern uncertainty described in Note 27, which is as of August 9, 2007, relating to the financial statements, management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, which appears in Wheeling-Pittsburgh Corporation’s Annual Report on Form 10-K/A for the year ended December 31, 2006. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
Pittsburgh, Pennsylvania
October 9, 2007