Stack Capital Group Inc. — Regulatory Filings 2021

Jun 10, 2021

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June 9, 2021

TRANSMITTED VIA SEDAR

Ontario Securities Commission (Principal Regulator) British Columbia Securities Commission Alberta Securities Commission Financial and Consumer Affairs Authority of Saskatchewan The Manitoba Securities Commission Autorité des marchés financiers (Québec) 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, Newfoundland and Labrador Office of the Superintendent of Securities, Northwest Territories Office of the Yukon Superintendent of Securities Nunavut Securities Office

Dear Sirs/Mesdames:

RE: STACK CAPITAL GROUP INC. (the “Corporation”) ( Final) Prospectus of the Corporation dated June 9, 2021

We refer to the (final) prospectus of the Corporation dated June 9, 2021 (the “ Prospectus ”) relating to the offering of units of the Corporation in all of the provinces and territories of Canada.

We hereby consent to the use of our firm name on the cover page of, and under the heading “Experts” in, the Prospectus, and consent to the use of our firm name and the reference to our opinion under the headings “Eligibility for Investment” and “Certain Canadian Federal Income Tax Considerations” in the Prospectus.

We confirm that we have read the Prospectus and have no reason to believe that there are any misrepresentations in the information contained in the Prospectus that are derived from our opinion referenced above or that is within our knowledge as a result of the services we performed in connection with such opinion.

Yours very truly,

/s/ “Fogler, Rubinoff LLP "