EX-5 3 ex5-1formf_10.htm EXHIBIT 5.1

EXHIBIT 5.1

 

 


 

Consent of Independent Auditors

 

We hereby consent to the incorporation by reference in this Registration Statement of Canadian Pacific Railway Limited on Form F-10 of our report dated February 23, 2009 relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appears in Canadian Pacific Railway Limited’s Annual Report on Form 40-F for the year ended December 31, 2008. We also consent to the incorporation by reference in this Registration Statement of our report dated February 23, 2009 relating to the schedule of “Supplemental United States Generally Accepted Accounting Principles Differences and Disclosures”, which appears in the Form 6-K. We also consent to the reference to us under the heading “Experts” in the Short Form Base Shelf Prospectus contained in such Registration Statement.

 

 


 

Chartered Accountants

 

Calgary, Canada

June 11, 2009

 

 

 

 

 

 

 

 

 

 

 

 

PricewaterhouseCoopers” refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership, or, as the context requires, the

PricewaterhouseCoopers global network or other member firms of the network, each of which is a separate and independent legal entity.