EXHIBIT 23
May 5, 2004
Cooper Industries, Ltd.
600 Travis, Suite 5800
Houston, Texas 77002-1001
Ladies and Gentlemen:
We consent to the incorporation by reference in the following Registration
Statements of Cooper Industries, Ltd. (the "Company") and/or Cooper Industries,
Inc., as applicable, and in each related Prospectus of the use of our name and
the reference to an analysis, with which our firm assisted, concerning the
contingent liability exposure of the Company for certain asbestos-related
claims, under "Part I; Item 1. Financial Statements; Note 12. Asbestos
Liabilities", and under "Part II - Other Information; Item 1. Legal Proceedings"
included in the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2004.
No. 2-33-14542 Form S-8 Registration Statement for Cooper
Industries, Inc. 1989 Employee Stock Purchase Plan
No. 333-02847 Form S-8 Registration Statement for Cooper
Industries, Inc. Amended and Restated Directors Stock Plan
No. 333-64400 Form S-8 Registration Statement for Cooper
Industries, Inc. Amended and Restated Stock Incentive Plan
No. 333-24237 Form S-3D Registration Statement for Cooper
Industries, Inc. Dividend Reinvestment and Stock Purchase
Plan
No. 333-101451 Form S-3D Registration Statement for Cooper
Industries, Ltd. Dividend Reinvestment and Stock Purchase
Plan
No. 333-51439 Form S-8 Registration Statement for Cooper
Industries, Inc. Director's Retainer Fee Stock Plan
No. 333-51441 Form S-8 Registration Statement for Cooper
Industries, Inc. Amended and Restated Management Annual
Incentive Plan
No. 333-37580 Form S-8 Registration Statement for Cooper (UK)
Employee Share Purchase Plan
No. 333-75475 Form S-3 Registration Statement for a shelf registration
to issue up to $500 million of debt securities
No. 333-99581 Form S-3 Registration Statement for a shelf
registration to issue a guarantee of up to $500 million of
debt securities
Sincerely,
/s/ Charles E. Bates
Charles E. Bates, Ph.D.
President and Senior Partner
Bates White, LLC