EX-5.2 3 m34706a1exv5w2.txt CONSENT OF DAVIES WARD PHILLIPS & VINEBERG LLP [DAVIES LOGO] DAVIES WARD PHILLIPS & VINEBERG LLP 26th Floor Tel 514 841 6400 1501 McGill College Avenue Fax 514 841 6499 Montreal Canada H3A 3N9 www.dwpv.com February 9, 2007 Exhibit 5.2 British Columbia Securities Commission Alberta Securities Commission Saskatchewan Financial Services Commission, Securities Division The Manitoba Securities Commission Ontario Securities Commission Autorite des marches financiers Nova Scotia Securities Commission New Brunswick Securities Commission Prince Edward Island Securities Office Securities Commission of Newfoundland and Labrador (collectively, the "SECURITIES COMMISSIONS") SUBJECT: Final Short Form Base Shelf Prospectus of Neurochem Inc. Dated February 9, 2007 (the "PROSPECTUS") This letter is addressed to you in connection with the Prospectus. We hereby consent to the use of our name under the heading "Legal Matters" in the Prospectus and consent to the use of our name and to the reference to our opinions (the "Opinions") under the heading "Description of the Notes -- Enforceability of Judgments" in the Prospectus. We have read the Prospectus and we have no reason to believe that there are any misrepresentations in the information contained in the Prospectus that are derived from the Opinions or that is within our knowledge as a result of the services performed by us in connection with the Opinions. This letter is solely for the information of the Securities Commissions and is not to be referred to in whole or in part in the Prospectus or in any other similar document and is not to be relied upon for any other purposes. Yours very truly, /s/ Davies Ward Phillips & Vineberg LLP