SU » Topics » Consent of Morgan Stanley Canada Limited

This excerpt taken from the SU 6-K filed May 1, 2009.

Consent of Morgan Stanley Canada Limited

        We hereby consent to the reference to and summary of our opinion, dated March 22, 2009, in: (i) the letter to shareholders of Suncor Energy Inc., dated April 29, 2009, accompanying the Joint Information Circular and Proxy Statement concerning the merger of Suncor Energy Inc. and Petro-Canada, dated April 29, 2009 (the "Circular"); (ii) the summary section of the Circular; and (iii) under the captions "Part I — The Arrangement — Background to and Reasons for the Arrangement", "Part I — The Arrangement — Recommendations of the Suncor Board", "Part I — The Arrangement — Suncor Fairness Opinions — Morgan Stanley Fairness Opinion" and "Part I — The Arrangement — Interests of Certain Persons or Companies in the Arrangement — Other Interests" in the Circular, and we hereby consent to the inclusion of the foregoing opinion in the Circular.

Calgary, Alberta
April 29, 2009



(signed) "Mark Horsfall"
Managing Director
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