POS AM

As filed with the Securities and Exchange Commission on May 3, 2011

Registration No. 333-169867

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 2
ON FORM F-1 TO
FORM F-4
REGISTRATION STATEMENT

UNDER
THE SECURITIES ACT OF 1933

BROOKFIELD RESIDENTIAL PROPERTIES INC.

(Exact name of registrant as specified in its charter)

Ontario, Canada
(State or other jurisdiction of
incorporation or organization) 1520
(Primary Standard Industrial
Classification Number) Not applicable
(I.R.S. Employer
Identification Number)

4906 Richard Road, S.W.
Calgary, Alberta T3E 6L1
(403) 231-8900

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Brookfield Residential Properties Inc.
Attention: Craig Laurie
3 World Financial Center
200 Vesey Street
New York, NY 10281

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Lawrence Chernin, Esq.
Goodmans LLP
333 Bay Street, Suite 3400
Toronto, Ontario, Canada M5H 2S7
(416) 979-2211 Alan Norris
President and CEO
Brookfield Residential Properties Inc.
4906 Richard Road, S.W.
Calgary, Alberta T3E 6L1
(403) 231-8900 Richard B. Raymer, Esq.
Hodgson Russ LLP
150 King St. West, Suite 2309
P.O. Box 205
Toronto, Ontario, Canada M5H 1J9
(416) 595-5021

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this post-effective amendment to registration statement

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.   ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   x   Registration No. 333-169867

EXPLANATORY NOTE

This Post-Effective Amendment No. 2 on Form F-1 (“PE Amendment No. 2”) of Brookfield Residential Properties Inc. hereby amends Post-Effective Amendment No. 1 on Form F-1 which was filed with the Securities and Exchange Commission (the “Commission”) on April 5, 2011 and declared effective on April 12, 2011, and is being filed pursuant to Rule 462(d) of the Commission (“Rule 462(d)”) solely for the purpose of filing the following exhibits in final form:

Exhibit 4.4 — Form of Rights Certificate;

Exhibit 4.5 — Rights Agency and Custodian Agreement, dated May 3, 2011, between Brookfield Properties Corporation and CIBC Mellon Trust Company;

Exhibit 5.1 — Opinion of Goodmans LLP regarding legality of the securities being registered;

Exhibit 8.1 — Opinion of Hodgson Russ LLP regarding United States tax considerations;

Exhibit 8.2 — Opinion of Goodmans LLP regarding Canadian tax considerations;

Exhibit 8.3 — Opinion of Torys LLP regarding United States tax considerations; and

Exhibit 8.4 — Opinion of Torys LLP regarding Canadian tax considerations.

PE Amendment No. 2 contains only Item 8 of Part II and the exhibits set forth above, and those unaffected parts or other exhibits are not included herein. Pursuant to Rule 462(d), this PE Amendment No. 2 is effective upon filing with the Commission.

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 8. Exhibits and Financial Statement Schedules.

Exhibits
Number		Document Description
	2.1	Merger and Contribution Agreement(1)
	3.1	Articles of Incorporation of Brookfield Residential Properties Inc.(1)
	3.2	Articles of Amendment of Brookfield Residential Properties Inc., effective August 4, 2010(1)
	3.3	Articles of Amendment of Brookfield Residential Properties Inc., effective September 29, 2010(1)
	3.4	Articles of Amendment of Brookfield Residential Properties Inc., effective October 8, 2010(1)
	3.5	Amended and Restated Bylaws of Brookfield Residential Properties Inc.(1)
	4.1	Form of Common Share Certificate(1)
	4.2	Form of Senior Note(1)
	4.3	Form of Junior Subordinated Note(1)
	4.4	Form of Rights Certificate(2)
	4.5	Rights Agency and Custodian Agreement, dated May 3, 2011, between Brookfield Properties Corporation and CIBC Mellon Trust Company(2)
	5.1	Opinion of Goodmans LLP regarding legality of the securities being registered(2)
	8.1	Opinion of Hodgson Russ LLP regarding United States federal income tax considerations(2)
	8.2	Opinion of Goodmans LLP regarding Canadian federal tax considerations(2)
	8.3	Opinion of Torys LLP regarding United States tax considerations(2)
	8.4	Opinion of Torys LLP regarding Canadian tax considerations(2)
	23.1	Consent of Goodmans LLP (included in Exhibit 5.1) (2)
	23.2	Consent of Hodgson Russ LLP (included in Exhibit 8.1) (2)
	23.3	Consent of Goodmans LLP (included in Exhibit 8.2) (2)
	23.4	Consent of Torys LLP (included in Exhibit 8.3) (2)
	23.5	Consent of Torys LLP (included in Exhibit 8.4) (2)
	23.6	Consent of Deloitte & Touche LLP(1)
	23.7	Consent of Deloitte & Touche LLP(1)
	23.8	Consent of Deloitte & Touche LLP(1)
	24.1	Powers of Attorney(1)
	99.10	Master Agreement, dated October 4, 2010, between Brookfield Asset Management Inc. and Brookfield Properties Corporation(1)
	99.11	Standby Agreement, dated March 31, 2011, between Brookfield Asset Management Inc. and Brookfield Office Properties.(1)

(1)	Previously filed.
(2)	Filed herewith.

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SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, Brookfield Residential Properties Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Calgary, Province of Alberta, and the City of Toronto, Province of Ontario, on May 3, 2011.

BROOKFIELD RESIDENTIAL PROPERTIES INC.
By:	/s/ Alan Norris
	Alan Norris
	President and Chief Executive Officer (Principal Executive Officer)
By:	/s/ Craig J. Laurie
	Craig J. Laurie
	Chief Financial Officer (Principal Accounting and Financial Officer)

          Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the indicated capacities on May 3, 2011.

Signature	Title
/s/ Alan Norris Alan Norris	President and Chief Executive Officer, Director
/s/ Craig J. Laurie Craig J. Laurie	Executive Vice President, Chief Financial Officer
/s/ Ian G. Cockwell Ian G. Cockwell	Executive Vice Chairman, Director
/s/ Bruce T. Lehman Bruce T. Lehman	Director
/s/ Patricia M. Newson Patricia M. Newson	Director
/s/ Timothy R. Price Timothy R. Price	Director
/s/ David M. Sherman David M. Sherman	Director
/s/ Robert L. Stelzl Robert L. Stelzl	Director
/s/ Michael D. Young Michael D. Young	Director

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EX-4.4

EXHIBIT 4.4

This rights certificate and the rights and privileges represented hereby will be void, of no value and will cease to be exercisable for Brookfield Residential common shares if not delivered to CIBC Mellon Trust Company at its Toronto office prior to 4:00 p.m. (Toronto time) on June 10, 2011 (the “expiry date”).

No.		Certificate for:
		Rights
	BROOKFIELD OFFICE
	PROPERTIES INC.
	(a corporation incorporated under the
	Canada Business Corporations Act)
		CUSIP 112900121

This rights certificate issued to:

evidences rights issued by Brookfield Office Properties Inc. (formerly known as Brookfield Properties Corporation) (“Brookfield Office Properties”) to its common shareholders of record as of 5:00 p.m. (Toronto time) on May 12, 2011 to purchase 0.10240 Brookfield Residential Properties Inc. (“Brookfield Residential”) (a corporation incorporated under the Business Corporations Act (Ontario)) common shares, for every 1 (one) right evidenced by this rights certificate, at a price of U.S.$10.00 per Brookfield Residential common share, upon the terms and subject to the conditions stated in the Brookfield Residential prospectus dated May 3, 2011, all of which is incorporated herein by reference.

Dated: May 20, 2011.

Per:		Per:
	Title:          President		Title:          General Counsel and Secretary

FORM 1 - TO PURCHASE BROOKFIELD RESIDENTIAL COMMON SHARES BY EXERCISING RIGHTS EVIDENCED BY THIS CERTIFICATE, COMPLETE THIS FORM.

(See Instruction 1 on the reverse)

The undersigned hereby irrevocably purchases                                           Brookfield Residential common shares at the price of U.S.$10.00 per share for the total price of U.S.$                                                                 and remits payment in full by certified check, bank draft or money order in U.S. funds payable to the order of “CIBC Mellon Trust Company”(together with 10 rights for every Brookfield Residential common share purchased).

By signing below, the undersigned certifies that the beneficial holder of the rights represented hereby resides in Canada or the United States (see Instruction 4 on the reverse).

Purchaser’s signature:

FORM 2 - TO SELL OR TRANSFER THE RIGHTS EVIDENCED BY THIS CERTIFICATE, COMPLETE THIS FORM.

(See Instruction 2 on the reverse)

If the rights are to be sold or transferred through an investment dealer or stockbroker, do not fill in the name or address of the transferee.

For value received, this rights certificate and                      rights evidenced hereby are assigned and transferred to:

Name of transferee:
Address of transferee:
Signature of rights certificate holder:
(Signature must exactly match the name on the face of this rights certificate)
Signature guaranteed by:
	(See Instruction 2 on the reverse)

If Form 2 is signed by a trustee, executor, administrator, curator, guardian, attorney, officer of a corporation or any person acting in a fiduciary or representative capacity, the rights certificate should be accompanied by satisfactory evidence of authority to act.

FORM 3 - TO DIVIDE, EXCHANGE OR COMBINE RIGHTS EVIDENCED BY THIS CERTIFICATE, COMPLETE THIS FORM.

(See Instruction 3 on the reverse)

The undersigned hereby requests that this rights certificate (together with any other rights certificates surrendered herewith) be cancelled and replaced with new rights certificate(s) in the name of the undersigned as specified below. Each new rights certificate must represent a whole number of rights and the total number of rights evidenced by new rights certificate(s) must not exceed the total number of rights evidenced by this rights certificate and the rights certificates surrendered herewith.

rights certificate(s) for	rights each
rights certificate(s) for	rights each

Signature of rights certificate holder:

(Signature must exactly match the name on the face of this rights certificate)

This rights certificate and the rights and privileges represented hereby will be void, of no value and will cease to be exercisable for Brookfield Residential common shares if not delivered to CIBC Mellon Trust Company at its Toronto office prior to 4:00 p.m. (Toronto time) on the expiry date.

1. TO PURCHASE

A Brookfield Office Properties common shareholder or transferee of this rights certificate wishing to purchase Brookfield Residential common shares must complete Form 1 and deliver this rights certificate to CIBC Mellon Trust Company at its Toronto office by 4:00 p.m. (Toronto time) on the expiry date. Payment for Brookfield Residential common shares, at a price of $10.00 per share, must accompany this rights certificate and must be made by certified check, bank draft or money order in U.S. funds payable to the order of “CIBC Mellon Trust Company”. To determine the number of Brookfield Residential common shares which may be purchased, multiply the number of rights appearing in the top right-hand corner of this rights certificate by 0.10240 and reduce to the next lowest whole share. No fractional Brookfield Residential common shares will be sold.

2. TO SELL OR TRANSFER RIGHTS

To sell or transfer the rights evidenced by this rights certificate, complete Form 2 and deliver this rights certificate in ample time for the transferee to use it before 4:00 p.m. (Toronto time) on the expiry date. IF FORM 2 IS PROPERLY COMPLETED, THE TRANSFEREE MAY USE IT FOR PURCHASE WITHOUT OBTAINING A NEW RIGHTS CERTIFICATE by completing Form 1 provided that the signature of the transferee on Form 1 corresponds in every particular with the name of the transferee shown on Form 2. The signature of the rights certificate holder on Form 2 must correspond exactly with the name set forth on the face of this rights certificate, in every particular, without any change whatsoever, and must be guaranteed by a Canadian Schedule 1 chartered bank, a member of the Securities Transfer Association Medallion Program (STAMP), a member of the Stock Exchange Medallion Program (SEMP) or a member of the New York Stock Exchange, Inc. Medallion Signature Program (MSP). If Form 2 is signed by a trustee, executor, administrator, curator, guardian, attorney, officer of a corporation or any person acting in a fiduciary or representative capacity, it must be accompanied by satisfactory evidence of authority to act.

3. TO DIVIDE OR COMBINE CERTIFICATES

To divide or combine rights, complete Form 3 and deliver this rights certificate (together, in the event of a combination of rights, with the other rights certificates to be so combined) to CIBC Mellon Trust Company at its Toronto office in ample time for the new rights certificate(s) to be issued and used by 4:00 p.m. on the expiry date. Rights certificates representing fractional rights will not be issued. Rights certificates need not be endorsed if the new rights certificate(s) is issued in the same name.

4. INELIGIBLE PERSONS, ETC.

THE RIGHTS, THE BROOKFIELD RESIDENTIAL COMMON SHARES UNDERLYING THE RIGHTS AND THE RIGHTS CERTIFICATES ARE NOT BEING OFFERED FOR SALE IN ANY JURISDICTION OUTSIDE OF CANADA AND THE UNITED STATES, AND THIS OFFERING IS NOT, AND UNDER NO CIRCUMSTANCES IS TO BE CONSTRUED AS, AN OFFERING TO A RESIDENT OF ANY OTHER JURISDICTION OR A SOLICITATION THEREIN OF AN OFFER TO BUY SECURITIES OF BROOKFIELD OFFICE PROPERTIES OR BROOKFIELD RESIDENTIAL. BY EXECUTING AND DELIVERING THIS RIGHTS CERTIFICATE, EACH PURCHASER REPRESENTS TO BROOKFIELD OFFICE PROPERTIES THAT IT RESIDES IN CANADA OR THE UNITED STATES AND THAT IT IS NOT EXERCISING RIGHTS ON BEHALF OF A PERSON WHO RESIDES OUTSIDE OF CANADA OR THE UNITED STATES.

OFFICE OF CIBC MELLON TRUST COMPANY:

by registered	CIBC Mellon Trust Company	by mail:	CIBC Mellon Trust Company
mail, hand or by	199 Bay Street		P.O. Box 1036
courier:	Commerce Court West		Adelaide Post Office
	Securities Level		Toronto, Ontario
	Toronto, Ontario		Canada
	Canada		M5C 2K4
	M5L 1G9

IF IN DOUBT ABOUT HOW TO DEAL WITH THIS CERTIFICATE, consult CIBC Mellon Trust Company by telephone at 1-800-387-0825 or Brookfield Office Properties by telephone at 1-416-369-2300.

EX-4.5

EXHIBIT 4.5

RIGHTS AGENCY AND CUSTODIAN AGREEMENT

THIS AGREEMENT MADE AS OF THE 3rd day of May, 2011

B E T W E E N:

BROOKFIELD PROPERTIES CORPORATION, a corporation incorporated under the laws of Canada, (hereinafter called the “Brookfield Office Properties”)

- and -

CIBC MELLON TRUST COMPANY, a trust company existing under the laws of Canada and having an office in the City of Toronto in the Province of Ontario, (hereinafter called “CIBC Mellon”)

WHEREAS Brookfield Office Properties has resolved to distribute Rights (as defined herein) to its common shareholders other than Brookfield Asset Management Inc. (the “Common Shareholders”) entitling them to purchase the common shares of Brookfield Residential Properties Inc. (the “Brookfield Residential Shares”) held by Brookfield Office Properties (the “Rights Offering”);

AND WHEREAS each Right (a “Right”) will entitle the Rights Holder (as defined herein) thereof to purchase 0.10240 of a Brookfield Residential Share until the Expiry Time (as defined herein) subject to certain conditions;

AND WHEREAS by a transfer agency agreement CIBC Mellon acts as registrar and transfer agent at its principal office in the City of Toronto for the Common Shares (as defined herein);

AND WHEREAS Brookfield Office Properties deems it expedient that CIBC Mellon act as registrar and transfer agent for the Rights, as custodian of the monies tendered by eligible Rights Holders for the purchase of Brookfield Residential Shares, and as agent for the sale of certain of the Rights;

AND WHEREAS the foregoing recitals and statements of fact are made by Brookfield Office Properties and not CIBC Mellon;

NOW THEREFORE, in connection of the mutual covenants set forth in this Agreement, the parties agree as follows:

1. Definitions:

1.1 As used in this Agreement, the following terms have the following meanings:

a) “Agreement” means this agreement;

2

b) “Brookfield Office Properties” has the meaning set forth in the recitals;

c) “Brookfield Residential” means Brookfield Residential Properties Inc., a corporation incorporated under the laws of the Province of Ontario;

d) “Brookfield Residential Shares” has the meaning set forth in the recitals;

e) “Business Day” means any day other than a Saturday, Sunday or statutory holiday in Toronto, Ontario;

f) “Canadian Prospectus” means the joint final prospectus of Brookfield Office Properties and Brookfield Residential dated May 3, 2011 to qualify the distribution of the Rights and the Brookfield Residential Shares issuable upon the exercise of the Rights, a copy of which is attached on Schedule “A”;

g) “CIBC Mellon” has the meaning set forth in the recitals;

h) “Common Shares” means common shares in the capital of Brookfield Office Properties;

i) “Common Shareholder” has the meaning set forth in the recitals;

j) “Expiry Date” means June 10, 2011;

k) “Expiry Time” means 4:00 p.m. (Toronto time) on the Expiry Date;

l) “Non-Qualified Jurisdiction” means any jurisdiction that is not a Qualified Jurisdiction;

m) “Non-Qualified Shareholders” means all Common Shareholders whose addresses of record on the Record Date are in a Non-Qualified Jurisdiction;

n) “Proceeds” means any and all monies tendered by eligible Rights Holders for the purchase of Brookfield Residential Shares;

o) “Purchase Price” means U.S.$10.00 for each Brookfield Residential Share to be purchased;

p) “Qualified Jurisdiction” means Canada or the United States;

q) “Record Date” means as at 5:00 p.m. (Toronto time) on May 12, 2011;

r) “Register” has the meaning set forth in Section 2.2;

s) “Right” has the meaning set forth in the recitals;

t) “Rights Offering” has the meaning set forth in the recitals;

3

u) “Rights Holder” means the holders from time to time of the Rights;

v) “U.S. Prospectus” means the prospectus included in post-effective registration statement on Form F-1, dated May 3, 2011, to register the sale of Brookfield Residential Shares issuable upon exercise of the Rights, a copy of which is attached hereto as Schedule “B”; and

w) “United States” means the United States of America and any of its territories or possessions.

2. Appointment of Agent:

2.1 CIBC Mellon is hereby appointed as registrar and transfer agent for the Rights at its Toronto office and CIBC Mellon hereby accepts such appointment upon the terms hereinafter set forth.

2.2 CIBC Mellon shall keep Brookfield Office Properties’ rights register (the “Register”), registering the ownership and transfer of the Rights, and a supply of unissued Rights certificates.

2.3 Subject to such instructions as may be from time to time given by Brookfield Office Properties through any of its President, Vice President, Secretary, Assistant-Secretary or other duly authorized officer, and in accordance with the U.S. Prospectus and the Canadian Prospectus, CIBC Mellon shall:

a) issue as of the Record Date, one Right to each Common Shareholder for each Common Share held by such Common Shareholder;

b) issue as of the Record Date, to the Common Shareholders resident in Qualified Jurisdictions, and hold on behalf of the Non-Qualified Shareholders, Rights certificates, as contemplated by the U.S. Prospectus and the Canadian Prospectus, and record the issuance of such certificates on the Register;

c) mail by first class insured mail to each Common Shareholder resident in Canada, a Rights certificate representing the Rights issued to the Common Shareholder, a copy of the Canadian Prospectus and a non-postage prepaid return envelope addressed to the CIBC Mellon;

d) mail by first class insured mail to each Common Shareholder resident in the United States, a Rights certificate representing the Rights issued to the Common Shareholder, a copy of the U.S. Prospectus and a non-postage prepaid return envelope addressed to the CIBC Mellon;

e) mail by first class insured mail to each Non-Qualified Shareholder, a copy of the U.S. Prospectus, and a cover letter (i) advising the Non-Qualified Shareholder that their Rights will be held by CIBC Mellon for and on behalf of such Non-Qualified Shareholder and

4

for such Non-Qualified Shareholder’s benefit, and (ii) setting out the conditions required to be met, and procedures that must be followed, in order for the Non-Qualified Shareholder to participate in the Rights Offering;

f) permit, in accordance with Section 3.2, transfers of Rights to be made upon the Register by Rights Holders or by their duly authorized attorneys and cancel Rights certificates surrendered upon such transfers;

g) in accordance with the U.S. Prospectus and the Canadian Prospectus, accept for exercise Rights from Rights Holders (other than Non-Qualified Shareholders, unless otherwise directed by Brookfield Office Properties under Section 4.3), along with the Purchase Price, and cancel Rights certificates properly presented for exercise from the Register;

h) until the Expiry Time, make such entries from time to time on the Register as may be necessary in order that the account of each Rights Holder may be properly and accurately kept;

i) supply Brookfield Office Properties from time to time, as requested in writing, lists of Rights Holders as shown on the Register, showing the name and last known address of each Rights Holder and the number of Rights held by each Rights Holder; and

j) forthwith after the Expiry Time and after the number of Brookfield Residential Shares purchased under the Rights Offering has been calculated, cancel all Rights from the Register.

3. The Rights:

3.1 The Rights will be issued to all Common Shareholders shown on the Common Share register on the Record Date, will be in fully registered form and will be freely transferable. The Rights will be exercisable in accordance with the terms set out in the U.S. Prospectus and the Canadian Prospectus and no Rights certificates will be delivered to Non-Qualified Shareholders.

3.2 CIBC Mellon agrees to transfer the Rights certificates of Rights Holders (other than Non-Qualified Shareholders) who instruct CIBC Mellon to transfer their Rights pursuant to duly completed forms on their Rights certificates at any time or times prior to the Expiry Time.

4. Non-Qualified Shareholders:

4.1 CIBC Mellon shall be issued a single Rights certificate, in trust, representing all Rights of Non-Qualified Shareholders and will hold such Rights until the Expiry Time except as otherwise provided herein.

5

4.2 A beneficial Common Shareholder who resides in a Qualified Jurisdiction but whose Common Shares are registered in the name of Non-Qualified Shareholder and who wishes to participate in the Rights Offering must, on or before June 1, 2011: (i) notify CIBC Mellon, in writing, that it (a) resides in a Qualified Jurisdiction, and (b) wishes to participate in the Rights Offering; and (ii) provide evidence satisfactory to Brookfield Office Properties as to the Common Shareholder’s residency. If Brookfield Office Properties is satisfied, in its sole discretion, that the Common Shareholder is eligible to participate in the Rights Offering, Brookfield Office Properties shall deliver a notice of this decision to CIBC Mellon. Upon receipt of such notice, CIBC Mellon shall: (i) mail a Rights certificate to the applicable Common Shareholder; and (ii) amend the Register and the Rights certificate issued under Section 4.1 to reflect this issuance.

4.3 A Non-Qualified Holder who wishes to participate in the Rights Offering must, on or before June 1, 2011 to the Expiry Date: (i) notify CIBC Mellon, in writing, that it wishes to participate in the Rights Offering; and (ii) provide evidence satisfactory to Brookfield Office Properties that the exercise of the Rights and purchase of the Brookfield Residential Shares upon the exercise of the Rights (a) are not prohibited by such Common Shareholder’s local securities laws, and (b) do not require Brookfield Office Properties or Brookfield Residential to file any documents, make any application, or pay any amount in any jurisdiction outside of Canada and the United Sates. If Brookfield Office Properties is satisfied, in its sole discretion, that the Common Shareholder is eligible to participate in the Rights Offering, Brookfield Office Properties shall deliver a notice of this decision to CIBC Mellon. Upon the receipt of such notice and the payment of the applicable Purchase Price from the Non-Qualified Holder, CIBC Mellon shall exercise the rights on such Non-Qualified Holder’s behalf prior to the Expiry Time.

4.4 During the period from June 2, 2011 to the Expiry Time, CIBC Mellon agrees to use its reasonable efforts to sell Rights held by Non-Qualified Holders (other than those Non-Qualified Holders that are eligible to participate in the Rights Offering under Section 4.3) on such date or dates and at such price or prices and in such markets as it determines appropriate in its absolute discretion. No charge or expense will be imposed on Non-Qualified Shareholders for Rights sold through CIBC Mellon except brokerage commission expenses incurred by CIBC Mellon in respect of such sales.

4.5 The net proceeds received by CIBC Mellon from the sale of Rights contemplated in Section 4.4 will be divided pro-rata among the Non-Qualified Shareholders (other than those Non-Qualified Holders that are eligible to participate in the Rights Offering under Section 4.3) net of all applicable withholding taxes and brokerage commission expenses incurred by CIBC Mellon. CIBC Mellon shall mail cheques representing the net proceeds from such sales as soon as practicable after the Expiry Time to the parties entitled thereto at the address designated by them or, failing such, at the addresses recorded in the Common Share register; provided that CIBC Mellon shall not be required to make any such payment to any Non-Qualified Shareholder in the event that the aggregate amount owing to such Non-Qualified Shareholder in connection with the sale of such Rights is less than U.S.$10.00.

6

4.6 Any amounts that are retained by CIBC Mellon pursuant to Section 4.5 shall be used by CIBC Mellon to offset the fees and expenses owing by Brookfield Office Properties to CIBC Mellon under Section 7.1(a).

5. Appointment of Custodian:

5.1 CIBC Mellon is hereby appointed as custodian for the receipt and holding of the Proceeds and CIBC Mellon hereby accepts such appointment.

5.2 CIBC Mellon is hereby appointed as custodian of Rights of all Non-Qualified Shareholders and of the Rights of all Rights Holders who authorize CIBC Mellon to transfer their Rights and CIBC Mellon hereby accepts such appointment. All such Rights are to be held by CIBC Mellon in trust for the benefit of such persons and dealt with in accordance with Sections 3 and 4.

5.3 Immediately upon receipt of any Proceeds, CIBC Mellon shall forthwith deposit the same in a trust account maintained by CIBC Mellon for Brookfield Office Properties.

5.4 CIBC Mellon shall exercise the same degree of care in the safekeeping of the Proceeds and Rights of Non-Qualified Shareholders as it uses in respect of its own property of a similar nature in its custody.

6. Delivery and Investment of Proceeds:

6.1 Any Proceeds which may be received by Brookfield Office Properties will promptly be delivered or paid over to CIBC Mellon.

6.2 CIBC Mellon agrees to hold any Proceeds it receives (and any interest earned thereon) in trust on behalf of the Rights Holders that have submitted payment of the Purchase Price.

6.3 CIBC Mellon may, but need not, invest the Proceeds it receives in its deposit department, the deposit department of one of its Affiliates, or the deposit department of a Canadian chartered bank; provided that none of CIBC Mellon, the Affiliate or the Canadian chartered bank with whom such Proceeds have been invested shall be liable to account for any profit to Brookfield Office Properties, the Rights Holders, or to any other person other than at the rate, if any, established from time to time by CIBC Mellon or such Affiliate or Canadian chartered bank, as applicable. For the purpose of this Section, “Affiliate” means affiliated companies within the meaning of the Business Corporations Act (Ontario), and Affiliates of CIBC Mellon include Canadian Imperial Bank of Commerce, CIBC Mellon Global Securities Services Company and The Bank of New York Mellon and each of their affiliates within the meaning of the Business Corporations Act (Ontario).

6.4 As soon as practicable after the Expiry Time, and in any event, not later than 12:30 p.m. (Toronto time) on June 15, 2011, CIBC Mellon shall:

6.5.1. calculate and tabulate all duly purchased Brookfield Residential Shares;

7

6.5.2. pay the Proceeds, together with any interest earned, if any, less any withholding taxes, if any, to Brookfield Office Properties; and

6.5.3. upon notice from Brookfield Residential, issue certificates representing the Brookfield Residential Shares purchased to the applicable Rights Holders.

7. Covenants by Brookfield Office Properties:

7.1 Brookfield Office Properties covenants with CIBC Mellon that:

a) it will pay CIBC Mellon fees for its services hereunder in accordance with the fee schedule which is attached hereto as Schedule “C”, and will repay to CIBC Mellon on request the amount of all expenses which CIBC Mellon reasonably incurs in the execution of its duties hereunder, including but not limited to postage, stationery, mailing insurance and telecommunications expenditures; and

b) it will promptly give notice to CIBC Mellon of any and all changes to the terms and conditions of the Rights which it may resolve to make from time to time and it will prepare and execute any and all documents to amend this Agreement pursuant to any such changes made.

8. Replacement of Lost Rights Certificates:

8.1 The authority of CIBC Mellon shall also extend to the issue as transfer agent and registrar of any replacement Rights certificate(s), the issue of which may be authorized, in writing, by Brookfield Office Properties through any of its President, Vice President, Secretary, Assistant-Secretary or other duly authorized officer, in lieu of a Rights certificate(s) claimed to have been lost, destroyed or stolen.

8.2 The applicant for the issue of a new Rights certificate(s) pursuant to this Section shall bear the cost of the issue thereof and in case of loss, destruction or theft shall, as a condition precedent to the issue thereof, furnish to Brookfield Office Properties and to CIBC Mellon such evidence of ownership and of the loss, destruction or theft of the Rights certificate so lost, destroyed or stolen as shall be satisfactory to Brookfield Office Properties and to CIBC Mellon, each in their own discretion, and such applicant shall also be required to furnish indemnity in amount and form satisfactory to Brookfield Office Properties and CIBC Mellon to save each of them harmless, and shall pay the expenses, charges and any taxes applicable thereto to Brookfield Office Properties and CIBC Mellon in connection therewith.

8.3 No new Rights certificate(s) shall be issued as replacement for a Rights certificate(s) claimed to have been lost, destroyed or stolen until an indemnity bond naming CIBC Mellon and Brookfield Office Properties as obligees and otherwise in amount and form satisfactory to Brookfield Office Properties and CIBC Mellon shall have been furnished to CIBC Mellon.

8

9. Indemnity of CIBC Mellon:

9.1 All Proceeds, while in the custody of CIBC Mellon, shall be and shall remain at the sole risk and responsibility of CIBC Mellon and CIBC Mellon shall be liable to Brookfield Office Properties for any loss, except a loss of profit, of the Proceeds while in the custody of CIBC Mellon.

9.2 Brookfield Office Properties hereby indemnifies and saves harmless CIBC Mellon and its officers, directors, employees and agents from and against any and all liabilities, losses, claims, damages, penalties, actions, suits, demands, levies, costs, expenses and disbursements, including any and all reasonable legal and advisory fees and disbursements of whatever kind of nature, which may at any time be suffered by, imposed on, incurred by or asserted against CIBC Mellon, whether groundless or otherwise, howsoever arising directly or indirectly from or out of any act, omission or error of CIBC Mellon in connection with its fulfilling its duties under this Agreement, except for any liabilities arising out of gross negligence or intentional misconduct by CIBC Mellon. In the absence of gross negligence or intentional misconduct on its part, CIBC Mellon shall not be liable for any action taken, suffered, or omitted by it or for any error of judgement made by it in the performance of its duties under this Agreement. In no event will CIBC Mellon be liable for special, indirect, consequential or punitive loss or damages of any kind whatsoever (including but not limited to lost profits), even if CIBC Mellon has been advised of the possibility of such damages. Any liability of CIBC Mellon will be limited in the aggregate to an amount equal to the total fees paid by Brookfield Office Properties pursuant to this Agreement. Notwithstanding any other provision of this Agreement, this indemnity shall survive the removal or resignation of CIBC Mellon in connection with any or all of its duties under this Agreement and the termination of this Agreement.

9.3 Without in any way limiting the generality of the foregoing indemnity, CIBC Mellon may apply at any time to Brookfield Office Properties, to counsel for Brookfield Office Properties or to its own counsel at the expense of Brookfield Office Properties for instructions or advice, and Brookfield Office Properties will fully indemnify and hold CIBC Mellon harmless from any liability for any action taken by CIBC Mellon pursuant to such instructions or advice and any applicable legislation, regulation or order, provided it has acted in good faith, without gross negligence and in accordance with its obligations hereunder, or in accordance with or pursuant to such instructions or advice as may be given to it by the President, Vice President, Secretary, Assistant-Secretary or other duly authorized officer of Brookfield Office Properties or by counsel for Brookfield Office Properties or by its own counsel. This indemnity shall survive the removal or resignation of CIBC Mellon in connection with any and all of its duties and obligations under this Agreement.

10. Notices:

10.1 All payments and notices to be made or given pursuant to this Agreement shall be made in writing and mailed by first class insured letter postage prepaid, delivered by hand or, in the case of a notice, delivered by facsimile. Any payment or notice so mailed shall be

9

deemed to have been given and received by the addressee on the third business day next following the day on which such payment or notice is mailed; any payment or notice so delivered shall be deemed to have been given on the delivery date; and, in the case of a notice which is delivered by facsimile, such notice shall be deemed to have been given upon receipt by the sender of a confirmation of successful transmission, at the offices and to the parties at the address shown below. An original of such notice shall be mailed within 3 business days of the transmission of the notice by facsimile:

a) If mailed or delivered by hand to CIBC Mellon:

CIBC Mellon Trust Company
320 Bay Street
Toronto, ON M5H 4A6
Attention:     Account Manager

b) If delivered by facsimile to CIBC Mellon:

Facsimile No.: 416.643.5570
Attention:     Account Manager

c) If to Brookfield Office Properties:

Brookfield Properties Corporation
Three World Financial Center
200 Vesey Street, 11th Floor
New York, New York 10281
 
Attention:     Vice President, Compliance &
                      Assistant General Counsel
Facsimile No: 212.417.7149

11. General:

11.1 It is understood and agreed that any benefits accruing to the Rights Holders at any time accrue to each and every Rights Holder as against Brookfield Office Properties alone; in all respects, subject to Section 3 and Section 5.2, CIBC Mellon shall act as agent of Brookfield Office Properties in the execution of its duties assumed hereunder.

11.2 Time shall be of the essence of this Agreement.

11.3 This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.

11.4 This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.

11.5 Subject headings used in this Agreement are for convenience of reference only and shall not affect the construction of interpretation of this Agreement.

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11.6 In the event of any inconsistency between the provisions of this Agreement (other than Section 9) and the U.S. Prospectus and the Canadian Prospectus, the terms of the U.S. Prospectus and the Canadian Prospectus shall govern.

11.7 This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument.

11

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

BROOKFIELD PROPERTIES CORPORATION
Per:	/s/  Michelle Campbell
	Name:	Michelle Campbell
	Title:	Vice-President, Compliance and Assistant General Counsel
CIBC MELLON TRUST COMPANY
Per:	/s/  Bruce Cornish
	Name:	Bruce Cornish
	Title:	Authorized Signatory
Per:	/s/ Pat Lee
	Name:	Pat Lee
	Title:	Authorized Signatory

SCHEDULE “A”

CANADIAN PROSPECTUS

SCHEDULE “B”

U.S. PROSPECTUS

SCHEDULE “C”

FEE SCHEDULE

EX-5.1

EXHIBIT 5.1

	Barristers & Solicitors
	Bay Adelaide Centre
	333 Bay Street, Suite 3400
	Toronto, Ontario M5H 2S7
	Telephone: 416.979.2211
	Facsimile: 416.979.1234
	goodmans.ca

May 2, 2011

Brookfield Residential Properties Inc.
Brookfield Place, Suite 300
181 Bay Street, P.O. Box 762
Toronto, Ontario, Canada M5J 2T3

Dear Sirs/Mesdames:

Re: Brookfield Residential Properties Inc.

We are acting as Canadian counsel to Brookfield Residential Properties Inc. (the “Company”) in connection with the Post-Effective Amendment No. 1 on Form F-1 to Form F-4 Registration Statement, as amended or supplemented, (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “SEC”) in connection with the completion of the offering of 51,500,000 common shares issued by the Company to Brookfield Properties Corporation (“Brookfield Office Properties”), through (1) a distribution of transferable rights (the “Rights”) to purchase up to 25,235,000 of the Company’s common shares (the “Rights Offering Shares”) that will be made by Brookfield Office Properties to the common shareholders of Brookfield Office Properties other than Brookfield Asset Management Inc. (“Brookfield Asset Management”), and (2) a sale to Brookfield Asset Management under a standby commitment agreement of the number of the Rights Offering Shares that it would have been entitled to purchase if it had received its pro rata share of Rights as a shareholder under the rights distribution plus any of such Rights Offering Shares not purchased by the other shareholders under their Rights. This opinion is being delivered in connection with the Registration Statement, to which it appears as an exhibit.

We have examined and relied as to matters of fact upon such records and proceedings of the Company, the originals or copies, certified or otherwise identified to our satisfaction, of certificates of public officials and officers or directors of the Company and such other documents, and have considered such questions of law and made such other investigations, as we have deemed relevant or necessary as a basis for the opinion hereinafter expressed.

In rendering the opinions expressed herein we have assumed:

(a) the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to authentic original documents of all documents submitted to us as certified, photostatic, notarized or true copies or facsimiles, and the authenticity of the originals of such documents;

Page 2

(b)	the identity and capacity of all individuals acting or purporting to act as public officials; and
(c)	that any party to any agreement or instrument referred to herein who is a natural person has the legal capacity to enter into, execute and deliver such agreement or instrument and has not entered into, executed or delivered the same under duress or as a result of undue influence.

We have not, however, undertaken any independent investigation of any factual matter set forth in any of the foregoing.

Our opinions are given to you as of the effective date of the Registration Statement as determined by the SEC and we disclaim any obligation to advise you of any change after such date in or affecting any matter set forth herein.

The opinions hereinafter expressed relate only to the laws of the Province of Ontario and the federal laws of Canada applicable therein and are based upon legislation in effect on the date hereof.

Based upon the foregoing and subject to the qualifications set forth herein, we are of the opinion that the Rights Offering Shares have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the exercise of the Rights in accordance with their terms, will be validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the references to our firm name therein.

Yours very truly,

/s/ Goodmans LLP

EX-8.1

EXHIBIT 8.1

Hodgson Russ LLP
140 Pearl Street, Suite 100
Buffalo, NY 14202
Tel: 716.856.4000

May 2, 2011

Brookfield Residential Properties Inc.
Brookfield Place, Suite 300
181 Bay Street, P.O. Box 762
Toronto, Ontario, Canada M5J 2T3

Ladies and Gentlemen:

          We have acted as United States tax counsel to Brookfield Residential Properties Inc., an Ontario corporation (the “Company”), in connection with the preparation of the Post-Effective Amendment on Form F-1 to Form F-4 Registration Statement No. 333-169867 (the “Amendment”) filed as of the date hereof with the Securities and Exchange Commission (the “Commission”), with respect the offering of 51,500,000 common shares issued by the Company to Brookfield Properties Corporation (“Brookfield Office Properties”) through (1) a distribution of transferable rights to purchase up to 25,235,000 of the Company’s common shares that will be made by Brookfield Office Properties to the common shareholders of Brookfield Office Properties, and (2) a sale to Brookfield Asset Management, Inc. under a standby commitment agreement of the number of Company common shares that it would have been entitled to purchase if it had received its pro rata share of rights as a shareholder under the rights distribution plus any of such shares not purchased by the other shareholders under their rights. Unless otherwise indicated, each capitalized term used herein has the meaning ascribed to it in the Amendment.

          In our opinion, the statements under the heading “Material United States Federal Income Tax Consequences for U.S. Holders of Brookfield Residential Common Shares” in the Amendment, insofar as such statements constitute a summary of the United States federal tax laws referred to therein (and subject to the conditions and limitations described therein), accurately summarizes in all material respects the United States federal tax laws referred to therein.

          We express no opinion other than that expressed herein. This opinion is furnished to you solely for use in connection with the Amendment. We hereby consent to the filing of this opinion as an exhibit to the Amendment and to the references to our firm name in the Amendment in connection with references to this opinion and the section in the Amendment entitled “Material U.S. Federal Income Tax Consequences for U.S. Holders of Brookfield Residential Common Shares.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the Commission thereunder.

Very truly yours, HODGSON RUSS LLP
By:	/s/ Carol A. Fitzsimmons
	Carol A. Fitzsimmons, Partner

EX-8.2

EXHIBIT 8.2

Barristers & Solicitors

Bay Adelaide Centre
333 Bay Street, Suite 3400
Toronto, Ontario M5H 2S7

Telephone: 416.979.2211
Facsimile: 416.979.1234
goodmans.ca

May 2, 2011

Brookfield Residential Properties Inc.
Brookfield Place, Suite 300
181 Bay Street, P.O. Box 762
Toronto, Ontario, Canada M5J 2T3

Dear Sirs/Mesdames:

Re: Brookfield Residential Properties Inc.

We are acting as Canadian tax counsel to Brookfield Residential Properties Inc. (the “Company”) in connection with the Post-Effective Amendment No. 1 on Form F-1 to Form F-4 Registration Statement, as amended or supplemented, (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission in connection with the completion of the offering (the “Rights Offering”) of 51,500,000 common shares issued by the Company to Brookfield Properties Corporation (“Brookfield Office Properties”), through (1) a distribution of transferable rights (the “Rights”) to purchase up to 25,235,000 of the Company’s common shares (the “Rights Offering Shares”) that will be made by Brookfield Office Properties to the common shareholders of Brookfield Office Properties other than Brookfield Asset Management Inc. (“Brookfield Asset Management”), and (2) a sale to Brookfield Asset Management under a standby commitment agreement of the number of the Rights Offering Shares that it would have been entitled to purchase if it had received its pro rata share of Rights as a shareholder under the rights distribution plus any of such Rights Offering Shares not purchased by the other shareholders under their Rights. This opinion is being delivered in connection with the Registration Statement, to which this opinion appears as an exhibit.

We have examined and relied as to matters of fact upon such records and proceedings of the Company, the originals or copies, certified or otherwise identified to our satisfaction, of certificates of public officials and officers or directors of the Company and such other documents, and have considered such questions of law and made such other investigations, as we have deemed relevant or necessary as a basis for the opinion hereinafter expressed.

In rendering the opinion expressed herein we have assumed:

(a) the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to authentic original documents of all documents submitted to us as certified, photostatic, notarized or true copies or facsimiles, and the authenticity of the originals of such documents;

Page 2

(b) the identity and capacity of all individuals acting or purporting to act as public officials; and

(c) that any party to any agreement or instrument referred to herein who is a natural person has the legal capacity to enter into, execute and deliver such agreement or instrument and has not entered into, executed or delivered the same under duress or as a result of undue influence.

We have not, however, undertaken any independent investigation of any factual matter set forth in any of the foregoing.

In giving this opinion, we have assumed, with your permission, that the statements concerning the Rights Offering set forth in the Registration Statement are true, complete and correct and will remain true, complete and correct at all times.

Our opinion is based on the Income Tax Act (Canada), as amended (the “Tax Act”), and the regulations under the Tax Act, all specific proposals to amend the Tax Act and the regulations publicly announced by or on behalf of the Minister of Finance prior to the date of this opinion and the administrative and assessing practices of the Canada Revenue Agency published in writing prior to the date hereof. If there is any subsequent change in such law, regulations, proposals or practices or if there are subsequently any new applicable administrative or assessing practices, this opinion may become inapplicable.

Based and relying upon the foregoing and subject to the qualifications, assumptions and limitations stated herein, we confirm that the discussion contained in the Registration Statement under the caption “Material Canadian Federal Income Tax Considerations” is our opinion regarding the material Canadian federal income tax consequences to Brookfield Office Properties common stockholders arising in respect of the receipt of the Rights from Brookfield Office Properties pursuant to the Rights Offering and holders who acquire the Rights Offering Shares pursuant to an exercise of such Rights acquired by such holders pursuant to the Rights Offering. Such discussion does not, however, purport to discuss all Canadian federal income tax consequences and is limited to those Canadian federal income tax consequences specifically discussed therein and subject to qualifications set forth therein.

We express our opinion herein only as to those matters of Canadian federal income taxation specifically set forth under the caption “Material Canadian Federal Income Tax Considerations” in the Registration Statement and no opinion should be inferred as to the tax consequences of the Rights Offering under any provincial, state, local or foreign law, or with respect to any other areas of Canadian federal taxation.

This opinion is based upon and limited to the federal laws of Canada.

We hereby consent to the filing of this opinion as Exhibit 8.2 to the Registration Statement and to the references to our firm name therein.

Yours very truly,

/s/ Goodmans LLP

EX-8.3

EXHIBIT 8.3

	237 Park Avenue
	New York, New York
	10017.3142 USA
	Tel 212.880.6000
	Fax 212.682.0200
	www.torys.com

May 2, 2011

Brookfield Properties Corporation
Brookfield Place
181 Bay Street, Suite 330
Toronto, Ontario M5J 2T3

Ladies and Gentlemen:

We have acted as counsel to Brookfield Properties Corporation, a corporation incorporated under the laws of Canada (“Brookfield Office Properties”), in connection with the Post-Effective Amendment No. 1 on Form F-1 to Form F-4 Registration Statement, as amended or supplemented, under the Securities Act of 1933, as amended (the “Act”), filed by Brookfield Residential Properties Inc., a corporation incorporated under the laws of Ontario (“Brookfield Residential”), with the Securities and Exchange Commission as of the date hereof (the “Registration Statement”), with respect to the secondary offering of Brookfield Residential shares to the shareholders of Brookfield Office Properties through a rights offering.

We hereby confirm to you that, insofar as it relates to United States federal income tax matters, the discussion set forth under the heading “Material United States Federal Income Tax Consequences to U.S. Holders of Brookfield Office Properties Common Shares” in the Registration Statement, subject to the qualifications, exceptions, assumptions, and limitations contained therein, constitutes our opinion. We express no opinion as to any laws other than the federal income tax laws of the United States.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, and to the references to our firm name under the headings “Material United States Federal Income Tax Consequences to U.S. Holders of Brookfield Office Properties Common Shares” and “Legal Matters” in the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,

/s/ Torys LLP

EX-8.4

EXHIBIT 8.4

	237 Park Avenue
	New York, New York
	10017.3142 USA
	Tel 212.880.6000
	Fax 212.682.0200
	www.torys.com

May 2, 2011

Brookfield Properties Corporation
Brookfield Place
181 Bay Street, Suite 330
Toronto, ON M5J 2T3

Dear Sirs/Mesdames:

We have acted as counsel to Brookfield Properties Corporation, a corporation incorporated under the laws of Canada (“Brookfield Office Properties”), in connection with the Post-Effective Amendment No. 1 on Form F-1 to Form F-4 Registration Statement, as amended or supplemented, under the Securities Act of 1933, as amended (the “Act”), filed by Brookfield Residential Properties Inc., a corporation incorporated under the laws of Ontario (“Brookfield Residential”), with the Securities and Exchange Commission as of the date hereof (the “Registration Statement”), with respect to the secondary offering of Brookfield Residential common shares to the shareholders of Brookfield Office Properties through a rights offering.

We hereby confirm to you that, insofar as it relates to Canadian federal income tax matters, the discussion set forth under the heading “Material Canadian Federal Income Tax Considerations” in the Registration Statement, subject to the qualifications, exceptions, assumptions, and limitations contained therein, constitutes our opinion. We express no opinion as to any laws other than the federal income tax laws of Canada.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, and to the references to our firm name under the headings “Material Canadian Federal Income Tax Considerations” and “Legal Matters” in the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,

/s/ Torys LLP