Cameo Resources Inc. — Capital/Financing Update 2020

Oct 13, 2020

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79 Wellington St. W., 30th Floor Box 270, TD South Tower Toronto, Ontario M5K 1N2 Canada P. 416.865.0040 | F. 416.865.7380 www.torys.com

October 13, 2020

To: British Columbia Securities Commission Alberta Securities Commission Financial and Consumer Affairs Authority of Saskatchewan The Manitoba Securities Commission Ontario Securities Commission Autorité des marchés financiers Financial and Consumer Services Commission (New Brunswick) Nova Scotia Securities Commission Office of the Superintendent of Securities, Prince Edward Island Office of the Superintendent of Securities Service, Newfoundland and Labrador Office of the Superintendent of Securities, Yukon Office of the Superintendent of Securities, Northwest Territories Nunavut Securities Office

Dear Sirs/Mesdames:

Re: Bank of Montreal Callable Equity Income Principal At Risk Notes, Series 1696 (CAD), Due November 1, 2027

Pricing Supplement No. 321 of Bank of Montreal (the “Bank”) dated October 13, 2020 to the Short Form Base Shelf Prospectus of the Bank dated May 28, 2020 (the “Pricing Supplement”)

We hereby consent to the reference to our name on the inside cover page and under the heading “Legal Matters” and to the reference to our name and to the use of our opinions under the headings “Eligibility for Investment”, “Summary of the Offering” and “Certain Canadian Federal Income Tax Considerations” in the Pricing Supplement.

We have read the Pricing Supplement and have no reason to believe that there are any misrepresentations in the information contained in the Pricing Supplement that are derived from our opinions or that are within our knowledge as a result of services we performed in connection with such opinions.

Yours truly,

“Torys LLP”