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- S-4 Registration of securities issued in business combination transactions
- 3.3 Amended and Restated Certificate of Incorporation of Advo, Inc.
- 3.4 Restated By-laws of Advo, Inc.
- 3.5 Certificate of Incorporation of Advo Investment Company, Inc.
- 3.6 By-laws of Advo Investment Company, Inc., As Amended
- 3.7 Certificate of Incorporation of Coupon Distributors, Inc.
- 3.8 By-laws of Coupon Distributors, Inc., As Amended
- 3.9 Amended and Restated Certificate of Incorporation of Coupon Select, Inc.
- 3.10 By-laws of Coupon Select, Inc., As Amended
- 3.11 Certificate of Incorporation of Mailcoups, Inc., As Amended
- 3.12 By-laws of Mailcoups, Inc.
- 3.13 Certificate of Incorporation of Mailcoups Direct, Inc.
- 3.14 By-laws of Mailcoups Direct, Inc.
- 3.15 Articles of Amendment and Restatement of Mail Marketing Systems, Inc.
- 3.16 By-laws of Mail Marketing Systems, Inc.
- 3.17 Certificate of Incorporation of MBV, Inc.
- 3.18 By-laws of MBV, Inc., As Amended
- 3.19 Amended and Restated Certificate of Incorporation - NCH Marketing Services, Inc.
- 3.20 By-laws of NCH Marketing Services, Inc.
- 3.21 Certificate of Formation of NCH Nuworld, L.L.C.
- 3.22 Limited Liability Company Operating Agreement of NCH Nuworld, L.L.C.
- 3.23 Certificate of Incorporation of NCH Nuworld Spain Inc.
- 3.24 Amended and Restated By-laws of NCH Nuworld Spain Inc.
- 3.25 Certificate of Incorporation of Promotion Watch, Inc.
- 3.26 By-laws of Promotion Watch, Inc.
- 3.27 Amended Certificate of Incorporation - Relationship Marketing Group, Inc.
- 3.28 By-laws of Relationship Marketing Group, Inc.
- 3.29 Certificate of Incorporation of Shopwise.com, Inc.
- 3.30 By-laws of Shopwise.com, Inc.
- 3.31 Certificate of Incorporation of Vci Direct Mail, Inc.
- 3.32 By-laws of Vci Direct Mail, Inc.
- 3.33 Certificate of Incorporation of Vci Electronic Coupons, Inc.
- 3.34 By-laws of Vci Electronic Coupons, Inc.
- 3.35 Certificate of Incorporation of Vci Enterprises, Inc.
- 3.36 By-laws of Vci Enterprises, Inc.
- 3.37 Certificate of Incorporation of Valassis Coupon Clearing, Inc., As Corrected
- 3.38 By-laws of Valassis Coupon Clearing, Inc.
- 3.39 Certificate of Incorporation of Valassis Data Management, Inc.
- 3.40 By-laws of Valassis Data Management, Inc.
- 3.41 Certificate of Incorporation of Valassis International, Inc.
- 3.42 By-laws of Valassis International, Inc.
- 3.43 Certificate of Incorporation of Valassis Manufacturing Company
- 3.44 By-laws of Valassis Manufacturing Company
- 3.45 Cert. of Formation of Valassis Relationship Marking Systems, LLC. As Amended
- 3.46 Limited Liability Company Agreement Valassis Relationship Marketing Systems LLC
- 3.47 Cert. of Incorporation of Valassis Sales & Marketing Services, Inc. As Amended
- 3.48 By-laws of Valassis Sales & Marketing Services, Inc.
- 3.49 Certificate of Incorporation of Value Fair, Inc.
- 3.50 By-laws of Value Fair, Inc.
- 5.1 Opinion of Mcdermott Will & Emery LLP
- 5.2 Opinion of Gaboriault & Pearsall, P.C.
- 5.3 Opinion of Selzer Gurvitch Rabin & Obecny, CHTD.
- 12.1 Statements of Computation of Ratios
- 23.4 Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm
- 23.5 Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
- 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 Notice of Withdrawal
- 99.4 Form of Letter to Brokers
- 99.5 Form of Letter to Clients
- 99.6 Form of Exchange Agent & Depositary Agreement
Exhibit 23.4
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-4 of (i) our report dated February 10, 2007 (June 28, 2007, as to Notes 12 and 15), relating to the financial statements and financial statement schedule (which report expresses an unqualified opinion and includes an explanatory paragraph relating to a change in the method of accounting for stock-based compensation to conform to Statement of Financial Accounting Standards No. 123R,Share-Based Payment) of Valassis Communications, Inc. appearing in the Current Report on Form 8-K of Valassis Communications, Inc. dated June 28, 2007, and (ii) our report on internal control over financial reporting dated February 10, 2007, appearing in the Annual Report on Form 10-K of Valassis Communications, Inc. as amended by Amendment No. 1 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 the Prospectus, which is part of this Registration Statement.
| /s/ Deloitte & Touche LLP |
| Detroit, Michigan |
| June 28, 2007 |