March 25, 2020

FEC Resources Inc.

c/o Suite 2300 – 550 Burrard Street

Vancouver, B.C.

V6C 2B5

Ladies and Gentlemen:

Re:	FEC Resources Inc. - Registration Statement on Form F-1

We are Canadian counsel to FEC Resources Inc. (the “Corporation”), a corporation continued under the Canada Business Corporations Act. We are writing in reference to the preparation and filing with the United States Securities and Exchange Commission of a Registration Statement (the “Registration Statement”) on Form F-1 under the United States Securities Act of 1933 (the “Act”). We understand that the purpose of the Registration Statement is to register (a) the distribution (the “Rights Offering”) to United States resident holders (the “US Holders”) of common shares of the Corporation (the “Common Shares”) as of the close of business on a date fixed by the directors of the Corporation (the “Board”) of 818,287,530 subscription rights (the “Rights”) to purchase in the aggregate up to a maximum of 818,287,530 Common Shares (the “Rights Offering Shares”); (b) the issuance to US Holders of the Rights Offering Shares upon the exercise of the Rights; and (c) the sale of Rights Offering Shares by US Holders.

For the purposes of this opinion we have examined:

(a)

a certificate of an officer of the Corporation dated March 25, 2020 (the “Officer’s Certificate”), as to the approval of the Rights Offering, including the issuance of the Rights and the Rights Offering Shares pursuant to the Rights Offering, by the Board and attaching a copy of the consent resolutions of the Board dated December 18, 2019; and

(b)	a draft certificate representing the Rights (the “Rights Certificate”).

We have also examined and relied upon the corporate records of the Corporation maintained by us and have considered such matters of law as we believe necessary and relevant to enable us to give, and as the basis for, this opinion. We have, without making any independent investigation, assumed the completeness of such corporate records, the conformity to originals of telecopied, certified and photographically reproduced documents that we have examined and the proper authority of all signatories, other than those on behalf of the Corporation, and the authenticity of all signatures on documents that have been examined by us.

We have relied exclusively and without independent investigation or inquiry, as to certain factual matters, upon the Officer’s Certificate.

GOWLING WLG (CANADA) LLP

Suite 2300, Bentall 5, 550 Burrard Street
Vancouver BC V6C 2B5 Canada

T +1 604 683 6498

F +1 604 683 3558

gowlingwlg.com

Gowling WLG (Canada) LLP is a member of Gowling WLG, an international law firm which consists of independent and autonomous entities providing services around the world. Our structure is explained in more detail at gowlingwlg.com/legal.

Our opinion below is expressed only with respect to the laws of the Province of British Columbia and the federal laws of Canada applicable therein. The opinion hereinafter expressed is based on such laws in effect on the date hereof.

Based and relying upon the foregoing, and subject to the exceptions, qualifications and assumptions hereinbefore and hereinafter set forth, we are of the opinion that:

1.	the Rights have been duly and validly created;

the 818,287,530 Rights Offering Shares reserved by the Corporation for issuance upon the exercise of Rights granted pursuant to the Rights Offering will, upon the due and valid exercise by the holder of each such Right in accordance with the terms of the Rights Certificate, the receipt by the Corporation of payment in full for each Rights Offering Share to be issued and the issuance of such Rights Offering Shares in accordance with the terms of the Rights Certificate, be validly issued as fully paid and non-assessable Common Shares; and

3.	the Rights Certificates, once issued, will constitute legal, valid and binding obligations of the Corporation.

The opinion expressed in paragraph 3 of this letter is subject to the exception and qualification that whenever an obligation, act, agreement or instrument is expressed to be “legal, valid and binding”, we are expressing no opinion as to any factors such as financial capacity, title to assets or continued existence of the Corporation which may make such obligation, act, agreement or instrument to be unenforceable in fact.

Consent is hereby given to the use of our name in the Registration Statement, and to the filing, as an exhibit to the Registration Statement, of this opinion. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.

Yours very truly,

“Gowling WLG (Canada) LLP”