This excerpt taken from the SU 6-K filed May 1, 2009.
Morgan Stanley Fairness Opinion
Suncor also retained Morgan Stanley as a financial advisor to Suncor in connection with the Arrangement. As part of this mandate, Morgan Stanley was requested to provide the Suncor Board with its opinion as to the fairness to Suncor Shareholders, from a financial point of view, of the Suncor Exchange Ratio. In connection with this mandate, Morgan Stanley has prepared the Morgan Stanley Fairness Opinion. The Morgan Stanley Fairness Opinion states that Morgan Stanley is of the opinion that, as of March 22, 2009, and based upon and subject to the various assumptions, qualifications and limitations set forth in its opinion, the Suncor Exchange Ratio pursuant to the Arrangement Agreement was fair, from a financial point of view, to the Suncor Shareholders. The Morgan Stanley Fairness Opinion is subject to the assumptions, qualifications and limitations contained therein and should be read in its entirety. See Appendix D-2, "Morgan Stanley Fairness Opinion".
The Suncor Board concurs with the views of Morgan Stanley as set forth in the Morgan Stanley Fairness Opinion. The views of Morgan Stanley were an important consideration in the Suncor Board's decision to proceed with the Arrangement.