EXHIBIT 5.2


                                                       Borden Ladner Gervais LLP
                                            Lawyers o Patent & Trade-mark Agents
                                               Scotia Plaza, 40 King Street West
                                                Toronto, Ontario, Canada M5H 3Y4
                                        tel.: (416) 367-6000 fax: (416) 367-6749
                                                               www.blgcanada.com

[GRAPHIC REMOVED HERE]


December 19, 2003

Bracewell & Patterson, L.L.P.
711 Louisiana, Suite 2900
Pennzoil Place, South Tower
Houston, TX 77002
U.S.A.

Ladies and Gentlemen:

We have acted as Canadian counsel to North American Energy Partners Inc. (the
"Company"), a corporation incorporated under the Canada Business Corporations
Act, in connection with an offer by the Company to exchange $1,000 principal
amount of its 8 3/4% Senior Exchange Notes due 2011 (the "Exchange Notes") for
each $1,000 principal amount of its 8 3/4% Senior Notes due 2011 issued on
November 26, 2003 (the "Original Notes") of which an aggregate of US
$200,000,000 principal amount of Original Notes is outstanding (the "Exchange
Offer"). In relation to the Exchange Offer, we understand that the Company,
through its U.S. Counsel, Bracewell & Patterson, L.L.P., is filing with the
United States Securities and Exchange Commission (the "Commission") a
registration statement on Form F-4 (the "Registration Statement") with respect
to the Exchange Offer under the United States Securities Act of 1933, as amended
(the "Securities Act").

Qualifications

This opinion is, with your approval, predicated upon and qualified in its
entirety by the following:

(a)  We have made no investigation of the laws of any jurisdiction other than,
     and the opinions hereinafter expressed are confined to, the laws of the
     Provinces of Ontario and Alberta and the federal laws of Canada applicable
     in such provinces, each as at the date hereof.

(b)  In expressing the opinions set out in paragraph 1, we have: (i) obtained
     and relied upon a Certificate of Compliance dated December 17, 2003 issued
     by Industry Canada in respect of the Company, and have assumed, with your
     concurrence, that each such certificate evidences that the Company has not
     been dissolved as of the date hereof.

(c)  In expressing the opinion set out herein, we have not conducted any
     searches of public records for the purpose of providing such opinion, and
     our knowledge is limited entirely to an officer's certificate of the
     Company certifying as to the nature of the legal or governmental
     proceedings pending or threatened to which the Company is a party.



(d)  The opinions expressed below are given as at the date hereof. We expressly
     disclaim any obligation to advise those persons to whom this opinion is
     addressed of any matters (including without limitation any facts or
     circumstances or any subsequently enacted, published or reported laws,
     regulations or judicial decisions having retroactive effect) which may come
     to our attention after the date hereof and which may affect any of the
     opinions set out herein.

(e)  Reliance on these opinions after the date hereof must be on the assumption
     that there has been no change in the law or in the facts on which the
     opinions are based.

Assumptions

In the course of the foregoing investigations and examinations, we have assumed
the genuineness of all signatures, the legal capacity at all relevant times of
any natural persons signing any documents, the authenticity of all documents
submitted to us as originals, the conformity to authentic originals of all
documents submitted to us as certified or true copies or as reproductions
(including documents received by facsimile machine) and the accuracy of all
certificates of public officials and corporate officers.

Based on the foregoing and subject to the qualifications and limitations set
forth herein, and having due regard for such legal considerations as we deem
relevant, we are of the opinion that:

1.   The Company has been incorporated under the laws of Canada, and has not
     been dissolved and the Company has all the necessary corporate power and
     authority to own property and to conduct business and to execute and
     deliver, and to perform all its obligations under the Exchange Notes.

2.   The Original Notes have been validly authorized and the Exchange Notes to
     be issued in exchange for the Original Notes in accordance with the terms
     of the Exchange Offer have been validly authorized by the Company.

This opinion is given solely for the use of the parties to whom it is addressed
and only in connection with the Exchange Offer and we hereby consent to the
filing of this opinion by Bracewell & Patterson, L.L.P., as part of the filing
of their Exhibit 5 to the Registration Statement, and the filing of this opinion
as an Exhibit 5 to the Registration Statement, with the United States Securities
and Exchange Commission. We also consent to the reference to our firm under the
heading "Validity of the Exchange Notes" in the Prospectus included in the
Registration Statement. By giving such consent, we do not admit that we are
experts with respect to any part of the Registration Statement, including any
Exhibit 5 wherein this opinion is included, within the meaning of the term
"expert" as used in the Securities Act or the rules or regulations thereunder.

Very truly yours,

BORDEN LADNER GERVAIS LLP

/s/ Borden Lander Gervais LLP

                                                                               2