S-8

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

______________

STANTEC INC.

(Exact name of registrant as specified in its charter)

Canada (State or other jurisdiction of organization) Not Applicable (I.R.S. Employer Identification No.)

10160 – 112 Street

Edmonton, Alberta, Canada T5K 2L6

(Address of principal executive offices)

STANTEC INC.

EMPLOYEE SHARE OPTION PLAN

(Full title of the Plan)

______________

Stantec Consulting Inc.

19 Technology Drive, Irvine CA 92618-2334

(949) 923-6000

(Name and address of agent for service)

______________

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price(2)	Amount of Registration Fee
Common Shares	2,864,964 Common Shares	$30.20	$86,521,912.80	$2,656.22(3)

⁽¹⁾ In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers an indeterminate number of additional shares which may be offered and issued to prevent dilution resulting from stock splits, stock dividends or similar transactions as provided in the plan described herein.

⁽²⁾ Estimated pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee, based upon the average of the high and low prices for the Common Shares quoted on the New York Stock Exchange on May 15, 2007.

⁽³⁾ The registrant previously filed Registration Statement No. 333-128626 on September 27, 2005. On May 18, 2006, the registrant filed Post-Effective Amendment No. 1 to Registration Statement No. 333-128626 to deregister securities in the amount of $2,327,054.60 remaining unsold as of the date of the filing of the Post-Effective Amendment. Pursuant to Rule 457(p) under the Securities Act of 1933, the registrant offsets $273.89 of the filing fee previously paid in connection with Registration Statement No. 333-128626 against the currently due filing fee of $2,656.22, and therefore pays a filing fee of $2,382.33 with this Registration Statement.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. Plan Information.*

ITEM 2. Registrant Information and Employee Plan Annual Information. *

* Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933 and the “Note” to Part I of Form S-8.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 3. Incorporation of Documents by Reference.

The following documents previously filed with the SEC by Stantec Inc. (the “Registrant”) are incorporated by reference in this Registration Statement:

(a) The Registrant’s Annual Report on Form 40-F for the fiscal year ended December 31, 2006, filed with the SEC on March 30, 2007.

(b) The Registrant’s Reports on Form 6-K furnished to the SEC on January 12, 2007; February 9, 2007; February 22, 2007; February 23, 2007; February 26, 2007; April 3, 2007 and May 3, 2007.

(c) The Registrant’s description of its common shares set forth under the heading “Description of Stantec Share Capital” included in Part I of its registration statement on Form F-4 (File No. 333-124748), originally filed with the Securities and Exchange Commission on May 9, 2005 and as subsequently amended.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part thereof from the date of filing such documents. In addition, reports on Form 6-K furnished by the Registrant to the SEC shall be deemed to be incorporated by reference in this Registration Statement and to be a part thereof from the date such documents are furnished to the SEC.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

ITEM 4. Description of Securities.

Not applicable.

ITEM 5. Interests of Named Experts and Counsel.

Not applicable.

ITEM 6. Indemnification of Directors and Officers.

Under the Canada Business Corporations Act (the “Corporations Act”), the Registrant may indemnify a director or officer of the Registrant, a former director or officer of the Registrant or another individual who acts or acted at the Registrant’s request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the Registrant or other entity, provided (i) that the director, officer or individual, as the case may be, acted honestly and in good faith with a view to the best interests of the Registrant or to the best interest of the other entity for which the individual acted as director or officer or in a similar capacity at the Registrant’s request and, (ii) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that his or her conduct was lawful. A Registrant may advance moneys to a director, officer or other individual for the costs, charges and expenses of a proceeding referred to above. The individual is required to repay the moneys if he or she does not fulfil the conditions above. Such indemnification may be made or moneys advanced in connection with an action by or on behalf of the Registrant or such other entity to procure a judgment in its favour only with court approval. An individual is entitled to indemnification from the Registrant in respect of all costs, charges, and expenses reasonably incurred by the individual in connection with any civil, criminal, administrative, investigative or other proceeding to which the individual is subject because of the individual’s association with the Registrant or other entity, if the individual seeking the indemnity (i) was not judged by the court or other competent authority to have committed any fault or omitted to do anything that the individual ought to have done and (ii) fulfilled the conditions set forth above.

The by-laws of the Registrant provide that, subject to the limitations and provisions contained in the Corporations Act, the Registrant shall indemnify each director, each officer, each former director, each former officer and each person who acts or acted at the Registrant’s request as a director or officer of a body corporate of which the Registrant is or was a shareholder or creditor, and his or her heirs and legal representatives, against all costs, charges and expenses, including without limitation, each amount paid to settle an action or satisfy a judgment, reasonably incurred by him or her in respect of any civil, criminal or administrative action or proceeding to which he or she is made a party by reason or being or having been a director or officer of the Registrant or such body corporate, if he or she acted honestly and in good faith with a view to the Registrant’s best interests and in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty he or she had reasonable grounds for believing his or her conduct was lawful.

The Registrant maintains directors’ and officers’ liability insurance which, subject to the provisions contained in the policy, protects the directors and officers, as such, against all claims during the term of their office provided they acted honestly and in good faith with a view to the best interests of the Registrant.

ITEM 7. Exemption from Registration Claimed.

Not Applicable.

ITEM 8. Exhibits.

See attached Exhibit Index.

ITEM 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the 1933 Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the 1933 Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)           The undersigned Registrant hereby undertakes that, for purposes of determining liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)           Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such

indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Edmonton, Alberta, Country of Canada, on this 18th day of May, 2007.

STANTEC INC.
By:	/s/ Jeffrey S. Lloyd
	Name:   Jeffrey S. Lloyd
	Title:     Vice President

POWERS OF ATTORNEY

Each person whose signature appears below constitutes and appoints each of Anthony P. Franceschini, Donald W. Wilson and Jeffrey S. Lloyd his/her true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution and resubstitution, for him/her and in his/her name, place and stead, in any and all capacities, to sign any or all Amendments (including post-effective Amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or his/her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by or on behalf of the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/ Anthony P. Franceschini	President and Chief Executive Officer, and Director (Principal Executive Officer)	May 18, 2007
Anthony P. Franceschini
/s/ Donald W. Wilson	Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	May 18, 2007
Donald W. Wilson

Signature	Title	Date
/s/ Robert J. Bradshaw	Director	May 18, 2007
Robert J. Bradshaw

/s/ William D. Grace	Director	May 18, 2007
William D. Grace

/s/ Susan E. Hartman	Director	May 18, 2007
Susan E. Hartman

/s/ Aram H. Keith	Vice-Chairman of the Board and Director	May 18, 2007
Aram H. Keith

/s/ Robert R. Mesel	Director	May 18, 2007
Robert R. Mesel

/s/ Ivor M. Ruste	Director	May 18, 2007
Ivor M. Ruste

/s/ Ronald Triffo	Chairman of the Board and Director	May 18, 2007
Ronald Triffo

AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned has signed this Registration Statement, solely in the capacity of the duly authorized representative of Stantec Inc. in the United States on this 18^th day of May, 2007.

STANTEC CONSULTING INC.
By:	/s/ Michael J. Slocombe
	Name:   Michael J. Slocombe
	Title:      Secretary

EXHIBIT INDEX

Exhibit Number   Description

4.1	Articles of Incorporation of Stantec Inc. (incorporated herein by reference to the Registrant’s Form F-4 filed with the SEC on May 9, 2005, as amended).
4.2	By-laws of Stantec Inc. (incorporated herein by reference to the Registrant’s Form F-4 filed with the SEC on May 9, 2005, as amended).
4.3	Stantec Inc. Employee Share Option Plan.
5	Opinion of Fraser Milner Casgrain LLP.
23.1	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
23.2	Consent of Fraser Milner Casgrain LLP (included in Exhibit 5).
24	Powers of Attorney (contained on the signature pages of this Registration Statement).

EX-4.3

Exhibit 4.3

STANTEC INC.

EMPLOYEE SHARE OPTION PLAN

March 30, 1994

(As Amended March 14, 1996)

(And as amended May 2, 2002)

(And as amended May 4, 2006)
(And as amended September 7, 2006)

(And as amended February 22, 2007)

TABLE OF CONTENTS

General Provisions
	Interpretation	1
	Purpose	2
	Administration	2
	Shares Reserved	2
	Limits with respect to Insiders	3
	Non-Exclusivity	3
	Amendment and Termination	4
	Compliance with Legislation	5
	Effective Date	6
Options
	Grants	7
	Option Price	7
	Exercise of Options	7

STANTEC INC.

EMPLOYEE SHARE OPTION PLAN

1. General Provisions

1.1 Interpretation

For the purposes of this Plan, the following terms shall have the following meanings:

(a) “Board” means the Board of Directors of the Corporation;

(b) “Common Shares” means the Common Shares of the Corporation;

(c) “Corporation” means Stantec Inc.;

(d) “Consultant” means an individual (including an individual whose services are contracted through a personal holding corporation) with whom the Corporation or a Subsidiary has a contract for substantial services;

(e) “Eligible Person” means, subject to all applicable laws, any employee, officer or Consultant of the Corporation or any Subsidiary of the Corporation;

(f) “Insider” means:

(i) an insider as defined under Section 1(aa) of the Securities Act (Alberta), other than a person who falls within that definition solely by virtue of being a director or senior officer of a Subsidiary, and

(ii) an associate as defined under Section 1(c) of the Securities Act (Alberta) of any person who is an insider by virtue of (i) above.

(g) “Option” means an option to purchase Common Shares granted to an Eligible Person pursuant to the terms of the Plan;

(h) “Participant” means Eligible Persons to whom Options have been granted;

(i) “Plan” means this Share Option Plan of the Corporation;

(j) “Share Compensation Arrangement” means any stock option, stock option plan, employee stock purchase plan or any other compensation or incentive mechanism involving the issuance or potential issuance of Common Shares, including a share purchase from treasury which is financially assisted by the Corporation by way of a loan, guarantee or otherwise;

(k) “Subsidiary” means any company that is a subsidiary of the Corporation as defined under section 4 of the Securities Act (Alberta); and

(l) “Termination Date” means the date on which a Participant ceases to be an Eligible Person.

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Words importing the singular number only shall include the plural and vice versa and words importing the masculine shall include the feminine.

This Plan and all matters to which reference is made herein shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.

1.2 Purpose

The purpose of the Plan is to advance the interests of the Corporation by (i) providing Eligible Persons with additional incentive, (ii) encouraging stock ownership by such Eligible Persons, (iii) increasing the proprietary interest of Eligible Persons in the success of the Corporation, (iv) encouraging the Eligible Person to remain with the Corporation or its Subsidiaries, and (v) attracting new employees and officers.

1.3 Administration

(a) The Plan shall be administered by the Board or a committee of the Board duly appointed for this purpose by the Board and consisting of not less than 3 directors. If a committee is appointed for this purpose, all references to the Board will be deemed to be references to the Committee.

(b) Subject to the limitations of the Plan, the Board shall have the authority (i) to grant options to purchase Common Shares to Eligible Persons, (ii) to determine the terms, limitations, restrictions and conditions respecting such grants, (iii) to interpret the Plan and to adopt, amend and rescind such administrative guidelines and other rules and regulations relating to the Plan as it shall from time to time deem advisable, and (iv) to make all other determinations and to take all other actions in connection with the implementation and administration of the Plan including, without limitation, for the purpose of ensuring compliance with Section 1.8 hereof, as it may deem necessary or advisable. The Board’s guidelines, rules, regulations, interpretations and determinations shall be conclusive and binding upon the Corporation and all other persons.

1.4 Shares Reserved

(a) The maximum number of Common Shares which may be reserved for issuance for all purposes under the Plan shall be equal to 2,257,063¹. The maximum number of Common Shares which may be reserved for issuance to any one person under the Plan shall be 5% of the Common Shares outstanding at the time of the grant (on a non-diluted basis) less the aggregate number of Common Shares reserved for issuance to such person under any other option to purchase Common Shares from treasury granted as a compensation or incentive mechanism.

_________________________

¹ On May 4, 2006, the Stantec Inc. shareholders reserved 2,257,063 Common Shares for issuance as options pursuant to the ESOP. At that time, 718,561 options in respect of shares were issued and outstanding. Due to the subdivision of shares on a 2 for 1 basis, the number of Common Shares reserved for issuance is 4,514,126 pursuant to the ESOP and on May 4, 2006, 1,437,122 options in respect of shares were issued and outstanding.

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Any Common Shares subject to an Option which for any reason is cancelled or terminated without having been exercised, shall again be available for grants under the Plan. No fractional shares shall be issued, and the Board may determine the manner in which fractional share value shall be treated.

(b) If there is a change in the outstanding Common Shares by reason of any stock dividend or split, recapitalization, amalgamation, consolidation, combination or exchange of shares, or other corporate change, the Board shall make, subject to the prior approval of the relevant stock exchanges, appropriate substitution or adjustment in (i) the number or kind of shares or other securities reserved for issuance pursuant to the Plan, and (ii) the number and kind of shares subject to unexercised Options theretofore granted and in the option price of such shares; provided, however, that no substitution or adjustment shall obligate the Corporation to issue or sell fractional shares. If the Corporation is reorganized, amalgamated with another corporation, or consolidated, the Board shall make such provision for the protection of the rights of Participants as the Board in its discretion deems appropriate.

1.5 Limits with respect to Insiders

(a) The maximum number of Common Shares which may be reserved for issuance to Insiders under the Plan shall be 10% of the Common Shares outstanding at the time of the grant (on a non-diluted basis) less the aggregate number of Common Shares reserved for issuance to Insiders under any other Share Compensation Arrangement.

(b) The maximum number of Common Shares which may be issued to Insiders under the Plan within a one year period shall be 10% of the Common Shares outstanding at the time of the issuance (on a non-diluted basis), excluding Common Shares issued under the Plan or any other Share Compensation Arrangement over the preceding one year period. The maximum number of Common Shares which may be issued to any one Insider under the Plan within a one year period shall be 5% of the Common Shares outstanding at the time of the issuance (on a non-diluted basis), excluding Common Shares issued to such Insider under the Plan or any other Share Compensation Arrangement over the preceding one year period.

(c) Any entitlement to acquire Common Shares granted pursuant to the Plan or any other Share Compensation Arrangement prior to the grantee becoming an Insider shall be excluded for the purposes of the limits set out in (a) and (b) above.

1.6 Non-Exclusivity

Nothing contained herein shall prevent the Board from adopting other or additional compensation arrangements, subject to any required approval.

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1.7 Amendment and Termination

(a) Subject to subsection 1.7(c), and (d) the Board may amend, suspend or terminate the Plan or any portion thereof at any time in accordance with applicable legislation, and subject to any required approval. No such amendment, suspension or termination shall alter or impair any Options or any rights pursuant thereto granted previously to any Participant without the consent of such Participant. If the Plan is terminated, the provisions of the Plan and any administrative guidelines, and other rules and regulations adopted by the Board and in force at the time of the Plan shall continue in effect during such time as an Option or any rights pursuant thereto remain outstanding.

(b) With the consent of the affected Participants, the Board may amend or modify any outstanding Option in any manner to the extent that the Board would have had the authority to initially grant such award as so modified or amended, including without limitation, to change the date or dates as of which an Option becomes exercisable, subject to the prior approval of the relevant stock exchanges.

(c)           The approval of the Board and the Shareholders, and, as required by any stock exchange on which the Common Shares are listed, the approval of such stock exchange, shall be required for any of the following amendments to be made to the Plan:

(i) any amendment to the number of Common Shares issuable under the Plan, including an increase in the fixed maximum number of Common Shares or a change from a fixed maximum number of Common Shares to a fixed maximum percentage;

(ii) a reduction in the exercise price or purchase price of an Option (other than for standard anti-dilution purposes) held by or benefiting an Insider;

(iii) an increase in the maximum number of Common Shares that may be issued to Insiders within any one year period or that are issuable to Insiders at any time;

(iv) an extension of the term of an Option held by or benefiting an Insider;

(v) any change to the definition of “Eligible Person” which would have the potential of broadening or increasing Insider participation;

(vi) the addition of any form of financial assistance;

(vii) any amendment to a financial assistance provision which is more favourable to Participants;

(viii) the addition of a cashless exercise feature, payable in cash or securities which does not provide for a full deduction of the number of underlying securities from the Plan reserve;

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(ix) the addition of a deferred or restricted share unit or any other provision which results in Participants receiving securities while no cash consideration is received by the Corporation; and

(x) any other amendments that may lead to significant or unreasonable dilution in the Corporation’s outstanding securities or may provide additional benefits to Eligible Persons, especially Insiders, at the expense of the Corporation and its existing Shareholders.

(d) The Board may, without Shareholder approval but subject to receipt of requisite approval as required by the TSX, in its sole discretion make all other amendments to the Plan that are not of the type contemplated in

subsection 1.7(a) above including, without limitation:

(i) amendments of a housekeeping nature;

(ii) a change to the vesting provisions of an Option or the Plan;

(iii) a change to the termination provisions of an Option or the Plan which does not entail an extension beyond the original expiry date, except as contemplated in subsection 2.3(a) above; and

(iv) the addition of a cashless exercise feature, payable in cash or securities, which provides for a full deduction of the number of underlying securities from the Plan reserve.

1.8 Compliance with Legislation

The Plan, the grant and exercise of Options hereunder and the Corporation’s obligation to sell and deliver Common Shares upon exercise of Options shall be subject to all applicable federal, provincial and foreign laws, rules and regulations, the rules and regulations of any stock exchange on which the Common Shares are listed for trading and to such approvals by any regulatory or governmental agency as may, in the opinion of counsel to the Corporation, be required. The Corporation shall not be obligated by any provision of the Plan or the grant of any Option hereunder to issue or sell Common Shares in violation of such laws, rules and regulations or any condition of such approvals. No Option shall be granted and no Common Shares issued or sold hereunder where such grant, issue or sale would require registration of the Plan or of Common Shares under the securities laws of any foreign jurisdiction and any purported grant of any Option or issue or sale of Common Shares hereunder in violation of this provisions shall be void. In addition, the Corporation shall have no obligation to issue any Common Shares pursuant to the Plan unless such Common Shares shall have been duly listed, upon official notice of issuance, with all stock exchanges on which the Common Shares are listed for trading. Common Shares issued and sold to Participants pursuant to the exercise of Options may be subject to limitations on sale or resale under applicable securities laws.

1.9 Effective Date

The Plan shall be effective on the date of the closing of an initial public offering of the Common Shares provided, however, that if all necessary approvals are not obtained by

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the Corporation prior to such date, the Plan and all Options and all grants hereunder shall be null and void and shall be of no effect.

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2. Options

2.1 Grants

Subject to the provisions of the Plan, the Board shall have the authority to determine the limitations, restrictions and conditions, if any, in addition to those set forth in Section 2.3 hereof, applicable to the exercise of an Option, including, without limitation, the nature and duration of the restrictions, if any, to be imposed upon the sale or other disposition of Common Shares acquired upon exercise of the Option, and the nature of the events, if any, and the duration of the period in which any Participant’s rights in respect of Common Shares acquired upon exercise of an Option may be forfeited. An Eligible Person may receive Options on more than one occasion under the Plan and may receive separate Options on any one occasion.

2.2 Option Price

The Board shall establish the option price at the time each Option is granted, which shall in all cases be not less than the closing price of the Common Shares on The Toronto Stock Exchange on the trading day immediately preceding the date of the grant.

The option price shall be subject to adjustment in accordance with the provisions of Section 1.4(b) hereof.

2.3 Exercise of Options

(a) Options granted must be exercised no later than 10 years after the date of grant or such lesser period as the regulations made pursuant to the Plan may require. Notwithstanding the foregoing, in the event that the term of an Option expires within or within three trading days following the end of a “blackout period” (as such term is contemplated in the Corporation’s insider trading policy, as may be amended from time to time) imposed by the Corporation which for greater certainty does not include a cease trade order imposed by any securities regulatory authority,, the Option shall expire on the date (the “Blackout Expiration Date”) that is ten trading days following the end of the blackout period. The Blackout Expiration Date shall not be subject to the discretion of the Board.

(b) The Board may determine any Option will become exercisable and may determine that the Option shall be exercisable in instalments.

(c) Options shall not be transferable by the Participant otherwise than by will or the laws of descent and distribution, and shall be exercisable during the lifetime of a Participant only by the Participant and after death only by the Participant’s legal representative.

(d) Except as otherwise determined by the Board:

(i) if a Participant ceases to be an Eligible Person for any reason whatsoever other than death, each Option held by the Participant will cease to be exercisable 30 days after the Termination Date. If any portion of an Option is not vested by the Termination Date, that portion of the Option may not under any circumstances be exercised by the Participant. Without

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limitation, and for greater certainty only, this provision will apply regardless of whether the Participant was dismissed with or without cause and regardless of whether the Participant received compensation in respect of dismissal or was entitled to a period of notice of termination which would otherwise have permitted a greater portion of the Option to vest with the Participant;

(ii) if a Participant dies the legal representative of the Participant may exercise the Participant’s Options within six months after the date of the Participant’s death, but only to the extent the Options were by their terms exercisable on the date of death.

(e) Each Option shall be confirmed by an option agreement executed by the Corporation and by the Participant.

(f) The exercise price of each Common Share purchased under an Option shall be paid in full in cash or by bank draft or certified cheque at the time of such exercise, and upon receipt of payment in full, but subject to the terms of the Plan, the number of Common Shares in respect of which the Option is exercised shall be duly issued as fully paid and non-assessable.

REGULATIONS UNDER EMPLOYEE SHARE OPTION PLAN

1. In these regulations, words defined in the Plan and not otherwise defined herein shall have the same meaning as set forth in the Plan.

2. No Option shall be granted under the Plan unless recommended by the Board.

3. Not less than 100 Common Shares may be purchased at any one time upon exercise of a Participant’s Option unless the remainder of Common Shares subject to such Option totals less than 100.

4. In the event that the legal representatives of a Participant who has died exercises the Participant’s Option in accordance with the terms of the Plan, the Corporation shall have no obligation to issue the Common Shares until evidence satisfactory to the Corporation has been provided by such legal representatives that such legal representatives are entitled to purchase the Common Shares under the Plan.

5. Share certificates representing the number of Common Shares in respect for which the Option has been granted shall be issued in the name of the Participant, his legal representatives or as he or they may direct, upon payment in full of the purchase price therefor.

6. Share certificates representing Common Shares issued and sold upon exercise of an Option will be held for safekeeping unless the Participant directs the Corporation otherwise at the time of payment for such Common Shares.

7. Upon request the Corporation shall provide to a Participant without charge a copy of the Corporation’s most recent annual information form, management information circular, annual consolidated financial statements and management’s discussion and analysis of operating results and financial condition, as well as any interim financial statements and material change reports issued by the Corporation during the then current fiscal year. Requests for such documents shall be directed to the office of the Vice-President, Finance and Administration, of the Corporation.

EX-5

Exhibit 5

Fraser Milner Casgrain LLP

2900 Manulife Place

10180 – 101 Street

Edmonton, Alberta  T5J 3V5

Canada

May 18, 2007

Stantec Inc.

10160 – 112 Street

Edmonton, Alberta  T5K 2L6

Dear Sirs/Mesdames:

Re: Stantec Inc.

Registration Statement on Form S-8

We have acted as Canadian counsel to Stantec Inc., a corporation incorporated under the Canada Business Corporations Act (the “Company”), in connection with the Registration Statement on Form S-8 (the “Registration Statement”) filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the United States Securities Act of 1933, as amended (the “Securities Act”), relating to the proposed issuance by the Company of common shares (the “Shares”) in connection with options granted under the Company’s Employee Share Option Plan dated March 30, 1994, as amended (the “Plan”). This opinion is being delivered in connection with the Registration Statement, to which this opinion appears as an exhibit.

We have examined the Registration Statement and the Plan. We also have examined the originals, or duplicate, certified, conformed, telecopied or photostatic copies, of such corporate records, agreements, documents and other instruments and have made such other investigations as we have considered necessary or relevant for the purposes of this opinion. With respect to the accuracy of factual matters material to this opinion, we have relied upon certificates or comparable documents and representations of public officials and of officers and representatives of the Company.

In giving this opinion, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to authentic original documents of all documents submitted to us as duplicates, certified, conformed, telecopied or photostatic copies and the authenticity of the originals of such latter documents.

Based and relying upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that when and if issued in accordance with the terms of the Plan and those agreements pursuant to which options to acquire the Shares have been granted and consideration therefore has been received by the Company, the Shares will be validly issued, fully paid and non-assessable.

	FRASER MILNER CASGRAIN LLP
Stantec Inc.	Page 2

This opinion is based upon and limited to the laws of the Province of Alberta and the laws of Canada applicable therein.

We hereby consent to the filing of this opinion letter as Exhibit 5 to the Registration Statement and to the use of our name where it appears in the Registration Statement. In giving this consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

This opinion is addressed to you for your benefit solely in connection with the above-described transaction. This opinion may not be relied upon for any other purpose, or quoted from or referred to in any document other than the Registration Statement, or used for any other purpose, without our prior written consent. This opinion is given as of the date hereof and we disclaim any obligation or undertaking to advise of any change in law or fact affecting or bearing upon this opinion occurring after the date hereof which may come or be brought to our attention.

Yours truly,

/s/ Fraser Milner Casgrain LLP

2900 Manulife Place     10180-101 Street     Edmonton AB Canada     T5J 3V5     Telephone (780) 423-7100     Fax (780) 423-7276     www.fmc-law.com

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EX-23.1

Exhibit 23.1

Ernst & Young LLP

1801-10060 Jasper Avenue NW

Edmonton, Alberta T5J 3R8

Canada

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Employee Share Option Plan of Stantec Inc. of our audit reports dated February 21, 2007, with respect to the consolidated financial statements of Stantec Inc., Stantec Inc. management's assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting of Stantec Inc. included as Exhibits 5 and 6 respectively, in the Annual Report of Stantec Inc. on Form 40-F for the year ended December 31, 2006, filed with the Securities and Exchange Commission.

Yours truly,

/s/ Ernst & Young LLP

Chartered Accountants

Edmonton, Canada

May 15, 2007