Securities Law & Instruments


Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under the Canada Business Corporations Act.

Statutes Cited

Business Corporations Act, R.S.O. 1990, c. B.16, as am., ss.181, 185

Canada Business Corporations Act, R.S.C. 1985, c. C-144, as am.

Securities Act, R.S.O. 1990, c. S.5, as am.

Regulations Cited

Regulation made under the Business Corporations Act, Ont. Reg. 289/00, as am., s. 4(b)

April 26, 2005











(Clause 4(b) of the Regulation)

UPON the application (the "Application") of Oppenheimer Holdings Inc. (the "Corporation") to the Ontario Securities Commission (the "Commission") requesting a consent from the Commission for the Corporation to continue into another jurisdiction pursuant to clause 4(b) of the Regulation;

AND UPON considering the Application and the recommendation of staff of the Commission;

AND UPON the Corporation having represented to the Commission that:

1. The Corporation is a corporation existing under the provisions of the OBCA. The registered office of the Corporation is located at Suite 1110, P. O. Box 2015, 20 Eglinton Avenue West, Toronto, Ontario, M4R 1K8.

2. The Corporation is authorized to issue an unlimited number of First Preference shares, issuable in series, and an unlimited number of Class A non-voting shares and 99,680 Class B voting shares. As at March 31, 2005, the issued capital of the Corporation was 13,197,941 Class A non-voting shares, 99,680 Class B voting shares and 0 (nil) First Preference shares.

3. The Corporation is proposing to submit an application to the Director appointed under the OBCA for authorization to continue under the Canada Business Corporations Act, R.S.C. 1985, c. C-44, as amended (the "CBCA") pursuant to section 181 of the OBCA (the "Application for Continuance").

4. Pursuant to clause 4(b) of the Regulation, where a corporation is an offering corporation under the OBCA, the Application for Continuance must be accompanied by a consent from the Commission.

5. The Corporation is an offering corporation under the OBCA and is a reporting issuer under the Securities Act (Ontario) R.S.O. 1990, c. S.5 (the "Act"). The Corporation is also a reporting issuer in the Province of British Columbia and in United States of America under the Securities and Exchange Act of 1934. The Class A non-voting shares are listed for trading on the Toronto Stock Exchange under the symbol "OPY.NV" and the New York Stock Exchange under the symbol "OPY".

6. The Corporation is not in default of any of the provisions of the Act or the regulations or rules made under the Act, is not in default under the securities legislation of any jurisdiction where it is a reporting issuer and is not on the list of defaulting reporting issuers maintained pursuant to 72(9) of the Act.

7. Under the Act, the Corporation presently intends to remain a reporting issuer in the Province of Ontario.

8. The Corporation is not a party to any proceeding or, to the best of its knowledge, information and belief, pending proceeding under the Act.

9. The Corporation is a holding company and carries on no active business. The Corporation owns directly or through intermediate subsidiaries certain operating subsidiaries in the United States of America.

10. The principal reason for the continuance is to enable the Corporation to benefit from recent amendments to the CBCA which, among other things, reduce the number of directors of a corporation organized under that statute who must be resident Canadians from a majority of directors to at least 25%. Due to the international nature of the Corporation's business and because substantially all of the company's revenues and identifiable assets are derived from or applicable to operations in the United States of America, it is in the best interests of the Corporation to be able to elect or appoint directors and conduct its affairs in accordance with the CBCA.

11. Holders of the Class B voting shares will vote on the proposed continuance at a special meeting of shareholders to be held on May 9, 2005 (the "Meeting"). Holders of the Class B voting shares are the only shareholders of the Corporation entitled to vote on such a matter.

12. The Management Information Circular dated March 24, 2005, provided to all shareholders of the Corporation in connection with the Meeting, advised the holders of the Class B voting shares of their dissent rights in connection with the continuance pursuant to Section 185 of the OBCA.

13. The material rights, duties and obligations of a corporation incorporated under the CBCA are substantially similar to those under the OBCA.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

THE COMMISSION hereby consents to the continuance of the Corporation as a corporation under the CBCA.

"Robert L. Shirriff, Q.C."

"Susan Wolburgh Jenah"