Exhibit 99.3
Consent of Morgan Stanley & Co. LLC
We hereby consent to the use in Amendment No. 1 to the Registration Statement (the Registration Statement) of Canadian Pacific Railway Limited on Form F-4 and in the proxy statement/prospectus of Canadian Pacific Railway Limited, which is part of the Registration Statement, of our written opinion, dated September 15, 2021 appearing as Annex B to such proxy statement/prospectus, and to the description of such opinion and to the references thereto and to our name contained therein under the headings SummaryOpinions of KCSs Financial AdvisorsOpinion of Morgan Stanley, Risk FactorsRisks Relating to the Transaction, The KCS Merger ProposalBackground of the Transaction, The KCS Merger Proposal Recommendation of the KCS Board; KCSs Reasons for the Transaction, The KCS Merger ProposalOpinions of KCSs Financial AdvisorsOpinion of Morgan Stanley and The KCS Merger ProposalKCS Unaudited Prospective Financial Information. In giving the foregoing 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 (the Securities Act), or the rules and regulations promulgated thereunder, nor do we admit that we are experts with respect to any part of such Registration Statement within the meaning of the term experts as used in the Securities Act or the rules and regulations promulgated thereunder.
/s/ Morgan Stanley & Co. LLC |
MORGAN STANLEY & CO. LLC |
New York, New York
November 1, 2021