<DOCUMENT>
<TYPE>EX-3.5
<SEQUENCE>6
<FILENAME>a2146609zex-3_5.txt
<DESCRIPTION>EXHIBIT 3.5
<TEXT>
<Page>

                                                                     Exhibit 3.5

                                NOVA SCOTIA LOGO

                          CERTIFICATE OF INCORPORATION

                                  Companies Act

REGISTRY NUMBER

    3090671

NAME OF COMPANY

    3090671 NOVA SCOTIA COMPANY


I hereby certify that the above-mentioned company was incorporated this date
under the Companies Act and that the liability of the members is unlimited.

/s/ [ILLEGIBLE]                                                June 22, 2004
---------------------------------------------              ---------------------
Agent of the Registrar of Joint Stock Companies            Date of Incorporation

</TEXT>
</DOCUMENT>