EXHIBIT 5
FRASER MILNER CASGRAIN LLP
2900 Manulife Place
10180 - 101 Street
Edmonton, Alberta T5J 3V5
Canada
September 15, 2005
Stantec Inc.
10160 - 112 Street
Edmonton, Alberta T5K 2L6
Dear Sirs/Mesdames:
RE: STANTEC INC.
REGISTRATION STATEMENT ON FORM S-8
We have acted as Canadian counsel to Stantec Inc., a corporation incorporated
under the Canada Business Corporations Act (the "Company"), in connection with
the Registration Statement on Form S-8 dated September 15, 2005 (the
"Registration Statement") filed by the Company with the United States Securities
and Exchange Commission (the "Commission") under the United States Securities
Act of 1933, as amended, relating to the proposed issuance by the Company of
common shares (the "Shares") in connection with options granted under the
Company's Employee Share Option Plan dated March 30, 1994, as amended (the
"Plan"). This opinion is being delivered in connection with the Registration
Statement, to which this opinion appears as an exhibit.
We have examined the Registration Statement and the Plan. We also have examined
the originals, or duplicate, certified, conformed, telecopied or photostatic
copies, of such corporate records, agreements, documents and other instruments
and have made such other investigations as we have considered necessary or
relevant for the purposes of this opinion. With respect to the accuracy of
factual matters material to this opinion, we have relied upon certificates or
comparable documents and representations of public officials and of officers and
representatives of the Company.
In giving this opinion, we have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity of all documents submitted
to us as originals, the conformity to authentic original documents of all
documents submitted to us as duplicates, certified, conformed, telecopied or
photostatic copies and the authenticity of the originals of such latter
documents.
Based and relying upon the foregoing, and subject to the qualifications,
assumptions and limitations stated herein, we are of the opinion that when and
if issued in accordance with the terms of the Plan and those agreements pursuant
to which options to acquire Shares have been granted and consideration therefore
has been received by the Company, the Shares will be validly issued, fully paid
and non-assessable.
Fraser Milner Casgrain LLP
Stantec Inc. Page 2
- --------------------------------------------------------------------------------
This opinion is based upon and limited to the laws of the Province of Alberta
and the laws of Canada applicable therein.
We hereby consent to the filing of this opinion letter as Exhibit 5 to the
Registration Statement and to the use of our name where it appears in the
Registration Statement. In giving this consent, we do not hereby admit that we
are 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 of the
Commission thereunder.
This opinion is addressed to you for your benefit solely in connection with the
above-described transaction. This opinion may not be relied upon for any other
purpose, or quoted from or referred to in any document other than the
Registration Statement, or used for any other purpose, without our prior written
consent. This opinion is given as of the date hereof and we disclaim any
obligation or undertaking to advise of any change in law or fact affecting or
bearing upon this opinion occurring after the date hereof which may come or be
brought to our attention.
Yours truly,
/s/ Fraser Milner Casgrain LLP
2900 Manulife Place 10180-101 Street Edmonton AB Canada T5J 3V5
Telephone (780) 423-7100 Fax (780) 423-7276 www.fmc-law.com
Lawyers in: Montreal Ottawa Toronto Edmonton Calgary Vancouver