Canadian Pacific Railway F-4Registration of securities (foreign)

a certificate of compliance dated March 17, 2023 in respect of the Issuer and the Guarantor each issued pursuant to the CBCA, on which we have relied exclusively in giving the opinion expressed in paragraph 1 below; and

a certificate of an officer of the Issuer and the Guarantor dated March 20, 2023 on which we have relied as to various matters of fact expressed therein (the “Officer’s Certificate”).

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 original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies;

all documents submitted to us as originals are complete and authentic and all photostatic, certified, telecopied, electronic, notarial or other copies conform to the originals and we have assumed the veracity of all such documents;

the accuracy of the records maintained by all public offices where we have searched or enquired or have caused searches or enquiries to be conducted, as the case may be, and that such records continue to be accurate on the date hereof as if such searches or enquiries were conducted on the date hereof;

the Officer’s Certificate is complete, true and accurate;

that all agreements and other documents have been or will be prior to their execution and delivery duly authorized, executed and delivered by all of the parties thereto other than the Issuer and the Guarantor, and that such agreements and documents constitute or will constitute legal, valid and binding obligations of the parties thereto other than the Issuer and the Guarantor, enforceable against them in accordance with their respective terms.

no order, ruling or decision of any court or regulatory or administrative body is in effect or will be in effect at any material time that restricts any trades in securities of the Issuer or that affects or will affect any person or company (including the Issuer or any of its affiliates) that engages in such a trade; and

the Registration Statement is effective under the Securities Act and such effectiveness has not been terminated or rescinded.

Each of the Issuer and Guarantor has been duly organized and is validly existing as a corporation under the CBCA .

Each of the Indenture and the Supplemental Indenture has been duly authorized by the Issuer and the Guarantor and, to the extent execution and delivery are matters governed by the laws of the Province of Alberta or the federal laws of Canada applicable therein, duly executed and delivered by the Issuer and the Guarantor.

The Debt Securities have been duly authorized by the Issuer and, assuming that the Debt Securities will be on or prior to their issuance duly authenticated by the Trustee in the manner described in the Indenture, the Debt Securities will be, to the extent issuance, execution and delivery are matters governed by the laws of the Province of Alberta or the federal laws of Canada applicable therein, duly issued, executed and delivered by the Issuer.

The (i) offering, issuance and sale of the Debt Securities under the Registration Statement and the execution and delivery by the Issuer and the Guarantor of the Supplemental Indenture; and (ii) the performance by the Issuer or the Guarantor of their respective obligations under the Indenture, do not contravene, constitute a default under, or result in a breach or violation of: (i) the articles or by-laws of the Issuer or the Guarantor, as applicable; or (ii) any statute or regulation in force in Alberta.

If the Indenture is sought to be enforced in a proceeding in a court of competent jurisdiction in the Province of Alberta (an “Alberta Court”), an Alberta Court would, to the extent specifically pleaded, recognize the choice of New York law and uphold such choice as a valid choice of law and, upon appropriate expert evidence as to such law being adduced, apply such law to all substantive issues that under the conflict of laws rules of the Province of Alberta are to be determined in accordance with the proper or general law of a contract, provided that none of the provisions of the Indenture, or of New York law, are contrary to public policy as that term is applied by an Alberta Court, are illegal (under the laws of the Province of Alberta or any jurisdiction in which an obligation is to be performed), are not bona fide (that is, that it was not made with a view to avoiding the consequences of the laws of any other jurisdiction), or would be characterized by an Alberta Court as the direct or indirect enforcement of foreign revenue, expropriatory, penal or other public law; provided that, in matters of procedure, the laws of the Province of Alberta will be applied, an Alberta Court will apply any laws of the Province of Alberta that have overriding effect, and an Alberta Court will retain discretion to decline to hear such action if it is contrary to public policy, as that term is applied by an Alberta Court, for it to do so, or if it is not the proper forum to hear such an action, or if concurrent proceedings are being brought elsewhere. In our opinion, assuming that the same meaning would be given to their terms under New York law as under Alberta law, there are no reasons under the laws of the Province of Alberta or the federal laws of Canada applicable therein for avoiding enforcement of the choice of New York law in the Indenture, based on public policy, as that term is applied by an Alberta Court.