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| 6. | such other corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company as we have deemed relevant and necessary as a basis for the opinions hereafter set forth. |
In all such examinations, we have assumed the genuineness of all signatures, the authenticity of all documents, certificates and instruments submitted to us as originals and the conformity with the originals of all documents submitted to us as copies. We have also made inquiries of such officers and representatives as we have deemed relevant and necessary as a basis for the opinions hereafter set forth.
In providing this Opinion, we have assumed that, prior to the completion of the Special Distribution (i) the Amended Articles will be adopted and approved by a special resolution of the shareholders of the Company (the “Approval”); and (ii) the Company will file an amendment to the Notice of Articles with the Registrar of Companies for British Columbia giving notice of the Amended Articles in the form required under the British Columbia Business Corporations Act (the “Filing”).
Based upon the foregoing, subject to the completion of the Approval and the Filing, we are of the opinion that the Exchangeable Shares have been duly authorized for issuance by all necessary corporate action by the Company, and the Exchangeable Shares, when issued in the Special Distribution as described in the Prospectus, will be validly issued, fully paid andnon-assessable shares in the capital of the Company.
We are qualified to practice law in the Provinces of British Columbia, Alberta, Ontario and Quebec and we do not purport to be experts on the law of any other jurisdiction other than the Provinces of British Columbia, Alberta, Ontario and Quebec and the federal laws of Canada applicable therein. We do not express any opinion herein concerning any law other than the laws of the Province of British Columbia Quebec and the federal laws of Canada applicable therein. We express no opinion and make no representation with respect to the law of any other jurisdiction. This opinion is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes of the facts stated or assumed herein or any subsequent changes in applicable law.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the Prospectus constituting part of the Registration Statement. In giving this consent, we do not admit that we are an “expert” within the meaning of Section 11 of the Act or within the category of persons whose consent is required by Section 7 of the Act.
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Very truly yours, |
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/s/ McMillan LLP |