<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>2
<FILENAME>ex5-1formf9_091307.txt
<DESCRIPTION>EXHIBIT 5.1
<TEXT>
                                                                    EXHIBIT 5.1
                                                                    -----------


PricewaterhouseCoopers
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                                                    PricewaterhouseCoopers LLP
                                                    Chartered Accountants
                                                    111 5 Avenue SW, Suite 3100
                                                    Calgary, Alberta
                                                    Canada T2P 5L3
                                                    Telephone +1 (403) 509 7500
                                                    Facsimile +1 (403) 781 1825



CONSENT OF INDEPENDENT AUDITORS

We  hereby  consent  to the  incorporation  by  reference  in the  registration
statement on Form F-9,  dated  September  13,  2007,  of our audit report dated
March  15,  2007,  on the  consolidated  balance  sheets  of  Canadian  Natural
Resources  Limited  as at  December  31,  2006 and 2005,  and the  consolidated
statements of earnings,  retained  earnings and cash flows for each of years in
the three-year  period ended December 31, 2006 and  management's  assessment of
the  effectiveness  of  internal  control  over  financial  reporting  and  the
effectiveness of internal control over financial  reporting of Canadian Natural
Resources  Limited as of December 31, 2006. We also consent to the reference to
us under the heading "Experts" in the Form F-9.


/s/ PricewaterhouseCoopers LLP
Chartered Accountants
Calgary, Alberta
September 13, 2007




PricewaterhouseCoopers  refers to the Canadian  firm of  PricewaterhouseCoopers
LLP and the other member firms of PricewaterhouseCoopers International Limited,
each of which is a separate and independent legal entity.
</TEXT>
</DOCUMENT>
