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- F-4/A Registration of securities (foreign)
- 4.1 Second Amended and Restated Deposit Agreement
- 4.2 Deposit Agreement
- 5.1 Opinion of Claro Y Cia
- 8.1 Form of Opinion of Sullivan & Cromwell LLP
- 8.2 Form of Opinion of Pinheiro Neto Advogados
- 8.3 Form of Opinion of Claro Y Cia
- 23.1 Consent of Pricewaterhousecoopers Consultores, Auditores Y Compania Limitada
- 23.2 Consent of Pricewaterhousecoopers Auditores Independentes
- 99.1 Form of Letter of Transmittal for Tender of Tam Shares to the Us Exchange Agent
- 99.2 Form of Letter of Transmittal for Tender of Tam Adss to the Us Exchange Agent
- 99.3 Form of Letter to Clients for Tender of Tam Adss
- 99.4 Form of Letter to Clients for Tender of Tam Shares
- 99.5 Form of Letter to Brokers
- 99.6 Form of Subscription Agreement
- 99.7 Consent of Banco BTG Pactual S.a.
- 99.8 Consent of J.P. Morgan Securities LLC
- 99.9 Consent of Banco Bradesco Bbi S.a.
- 99.10 Consent of Mauricio Amaro
- 99.11 Consent of Maria Claudia Amaro
- CORRESP Corresp
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form F- 4 of our report dated March 8, 2012 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in the Form 20-F of TAM S.A., TAM Linhas Aéreas S.A. and TAM Capital Inc. (together “TAM”) for the year ended December 31, 2011.
We hereby consent to the use in this Registration Statement on Form F-4 of our report dated March 8, 2012 relating to the financial statements and the effectiveness of internal control over financial reporting of TAM S.A., which appears in such Registration Statement.
We also consent to the reference to us under the headings “Experts” and “Selected Financial Data of TAM” in such Registration Statement.
/s/ PricewaterhouseCoopers Auditores Independentes
PricewaterhouseCoopers Auditores Independentes
São Paulo, Brazil
April 24, 2012