ex99_2.htm

We hereby consent to the (i) use of our opinion letter dated March 4, 2007 to the Board of Directors of The Great Atlantic & Pacific Tea Company, Inc., included in Annex F to the joint proxy statement/prospectus included in the registration statement on S-4 filed on May 23, 2007 (the “Registration Statement”), relating to the proposed merger of The Great Atlantic & Pacific Tea Company, Inc. and Pathmark Stores, Inc. and (ii) the references to such opinion in the Registration Statement. In giving such consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder, nor do we hereby admit that we are experts with respect to any part of the Registration Statement within the meaning of the term “experts” as used in the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.

J.P. MORGAN SECURITIES INC.


By: /s/ Alexander P. Lynch
Name: Alexander P. Lynch
Title: Managing Director