EXHIBIT 23.1

KPMG LLP 600 de Maisonneuve Blvd. West Suite 1500 Tour KPMG Montréal, Québec  H3A 0A3 Telephone      (514) 840-2100 Fax                 (514) 840-2187 Internet           www.kpmg.ca

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Canadian National Railway Company

We consent to the use of our reports dated February 3,  2014, with respect to the consolidated balance sheets of Canadian National Railway Company as of December 31, 2013 and 2012,  and the related consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2013, and on the effectiveness of internal control over financial reporting as of December 31, 2013, incorporated herein by reference.

/s/ KPMG LLP*

August 1, 2014

Montreal, Canada

________________

*FCPA auditor, FCA, public accountancy permit No. A106087

KPMG LLP is a Canadian limited liability partnership and a member firm of the KPMG 

network of independent member firms affiliated with KPMG International Cooperative

(“KPMG International”), a Swiss entity. KPMG Canada provides services to KPMG LLP.