Certificates Relied Upon. In rendering the opinion expressed in paragraph 1 as to the valid existence of CP, we have relied exclusively and without independent investigation upon a certificate of Compliance issued by the Director, Industry Canada dated •, 200•, a copy of which has been delivered to you. As to various questions of fact related to this opinion, we have relied exclusively and without independent investigation upon a certificate of an officer of CP dated the date hereof, a copy of which is attached as Schedule “A” hereto. However, nothing has come to our attention in the course of representing CP in this matter that would lead us to believe the certificate is incorrect. In rendering the opinion expressed in paragraph 7 we have relied exclusively and without independent investigation upon a letter from The Toronto Stock Exchange dated •, 200• , a copy of which has been delivered to you. In rendering the opinion expressed in paragraph 9 we have relied exclusively and without independent investigation upon a certificate from the British Columbia Securities Commission dated •, 200•, a copy of which has been delivered to you.
Certificates Relied Upon. In rendering the opinion expressed in paragraph 1, we have relied upon a Certificate of Good Standing issued by the Registrar of Companies dated November 26, 2002, a copy of which has been delivered to you. In rendering the opinions expressed in paragraphs 1, 2, 3, 4 and 8, as to various questions of fact related to this opinion, we have relied upon a Certificate of an officer of the Company dated the date hereof, a copy of which is attached as Schedule "A" hereto. In rendering the opinion expressed in paragraph 7 we have relied upon a letter from The Toronto Stock Exchange dated November 25, 2002, a copy of which has been delivered to you.
Certificates Relied Upon. In rendering the opinion expressed in paragraph 2 as to the valid existence of the Company, we have relied exclusively and without independent investigation upon a certificate of Good Standing issued by the Registrar of Companies of British Columbia dated July 30, 2004, a copy of which has been delivered to you. In rendering the opinion expressed in paragraph 3 regarding the number of issued and outstanding Common Shares of the Company, we have relied exclusively and without independent investigation upon a letter from Pacific Corporate Trust Company, transfer agent to the Company, dated August 2, 2004, a copy of which has been delivered to you. In rendering the opinion expressed in paragraph 6 we have relied exclusively and without independent investigation upon a letter from The Toronto Stock Exchange (the "TSX") dated July 23, 2004, a copy of which has been delivered to you. In rendering the opinion expressed in paragraph 9 we have relied exclusively and without independent investigation upon a certificate issued by the British Columbia Securities Commission pursuant to section 77 of the Securities Act (British Columbia), (the "B.C. Securities Act") dated July 30, 2004 a copy of which has been delivered to you. As to various questions of fact related to this opinion, we have relied exclusively and without independent investigation upon a certificate of an officer of the Company dated the date hereof, a copy of which is attached as Schedule "A" hereto. Assumptions For the purposes of rendering the opinion expressed below, we have assumed: the representations and warranties of Strata and the Company set forth in the Stock Purchase Agreement are true and correct and accurate in all respects and that the distribution of Common Shares was effected in accordance with the terms thereof; the due and valid authorization, execution and delivery of the Stock Purchase Agreement by Strata and that the Stock Purchase Agreement is a legal, valid and binding obligation of Strata and is enforceable in accordance with its respective terms against Strata; all cheques, bank drafts and other methods of payment delivered in consideration for the Common Shares will be honoured upon presentation or will otherwise result in the receipt by the Company of the funds represented by such cheques, bank drafts or other methods of payment; the offering, sale and issue of Shares have been effected without the preparation, use or delivery of an "offering memorandum", as defined under the...
Certificates Relied Upon. In rendering the opinion expressed in paragraph 3 as to the valid existence of the Company, we have relied exclusively and without independent investigation upon a certificate of Good Standing issued by the Registrar of Companies of British Columbia dated February 20, 2004, a copy of which has been delivered to you.
