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- F-10 Registration of securities (Canada)
- 2.1 Registration Rights Agreement Dated August 17,2010
- 4.1 Annual Information Form of Tembec Inc.
- 4.2 Audited Consolidated Financial Statements of Tembec Inc.
- 4.3 Supplemental Note Entitled "Reconciliation to United States Gaap"
- 4.4 Management's Discussion and Analysis of the Financial Condition
- 4.5 Unaudited Interim Consolidated Financial Statements of Tembec Inc.
- 4.6 Management's Discussion and Analysis of the Financial Condition
- 4.7 Notice of the 2011 Annual General Meeting of the Shareholders of Tembec Inc.
- 4.8 Management Information Circular of Tembec Inc.
- 5.1 Consent of KPMG LLP
- 5.2 Consent of Fraser Milner Casgrain LLP
- 7.1 Indenture Dated As of August 17, 2010
- 7.2 Statement of Eligibility of the 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 to DTC Participants
- 99.4 Form of Letter to Clients
Exhibit 5.2
February 4, 2011
Dear Mesdames/Sirs:
| RE: | Tembec Industries Inc. | |
| Registration Statement on Form F-10 |
We hereby consent to being named in the Registration Statement on Form F-10 filed by Tembec Industries Inc. on February 4, 2011, as such may thereafter be amended or supplemented (the “Registration Statement”), and in the prospectus contained therein, under the headings “Enforceability of Civil Liabilities Against Foreign Persons”, “Enforceability of Judgments” and “Legal Matters” and to the reference to our opinion under the heading “Certain Canadian Federal Income Tax Considerations” in the Registration Statement.
In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder.
Yours truly,
/s/ Fraser Milner Casgrain LLP |
FRASER MILNER CASGRAIN LLP |
