Exhibit 5.1
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Bennett Jones LLP
4500 Bankers Hall East, 855 - 2nd Street SW
Calgary, Alberta, Canada T2P 4K7
Tel: 403.298.3100 Fax: 403.265.7219 |
November 1, 2021
Canadian Pacific Railway Limited
7550 Ogden Dale Road S.E.
Calgary, Alberta
T2C 4X9
Dear Sirs/Mesdames:
| Re: | Canadian Pacific Railway Limited |
| Issuance of Common Shares |
We have acted as Canadian counsel to Canadian Pacific Railway Limited (“CP”), a corporation governed by the Canada Business Corporations Act, in connection with the Registration Statement on Form F-4 (the “Registration Statement”), which includes the proxy statement of Kansas City Southern (“KCS”) filed with the U.S. Securities and Exchange Commission (the “SEC”) under the U.S. Securities Act of 1933, as amended (the “Act”), and the rules and regulations thereunder, relating to the proposed issuance by CP of common shares (the “Shares”) in connection with the proposed mergers (collectively, the “Transaction”) contemplated by the Agreement and Plan of Merger dated as of September 15, 2021 (the “Merger Agreement”), by and among CP, KCS, Cygnus Merger Sub 1 Corporation (“Surviving Merger Sub”) and Cygnus Merger Sub 2 Corporation (“First Merger Sub”).
Pursuant to the Merger Agreement, KCS will combine with CP in a stock and cash transaction and a successor to KCS will become a direct wholly owned subsidiary of CP. The Merger Agreement provides that, among other things, and upon the terms and subject to the satisfaction or waiver of the conditions set forth therein, (1) First Merger Sub will merge with and into KCS, with KCS surviving as a direct wholly owned subsidiary of Surviving Merger Sub, and (2) immediately thereafter, KCS will merge with and into Surviving Merger Sub, with Surviving Merger Sub surviving as a direct wholly owned subsidiary of CP. As a result of the Transaction, and upon the terms and subject to the conditions set forth in the Merger Agreement, each share of KCS common stock that is outstanding immediately prior to the Transaction (other than certain excluded shares, as described in the Merger Agreement) will be converted into the right to receive 2.884 Shares and U.S.$90.00 in cash, and each share of KCS preferred stock outstanding immediately prior to the Transaction (other than certain excluded shares, as described in the Merger Agreement) will be converted into the right to receive U.S.$37.50 in cash, all as more fully described in the Registration Statement. This opinion is being delivered in connection with the Registration Statement, to which this opinion appears as an exhibit.
In connection with the opinion expressed herein, we have considered such questions of law and have examined such public and corporate records, certificates and other documents and conducted such other examinations as we have considered necessary or relevant for the purposes of this opinion. We have also examined the Registration Statement and the Merger Agreement, which has been filed with the SEC as an exhibit to the Registration Statement.
In such examinations and in giving this opinion, we have assumed the legal capacity of all individuals, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as copies, certified or otherwise. As to certain matters of fact relevant to the opinion expressed below, we have relied exclusively upon a certificate of an officer of CP dated November 1, 2021. Our opinion expressed below is restricted to the laws of Alberta and the laws of Canada applicable in Alberta as of the date hereof.
