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<FILENAME>a2075015zex-5.txt
<DESCRIPTION>EXHIBIT 5
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[PRICEWATERHOUSECOOPERS LOGO]

                                                     PRICEWATERHOUSECOOPERS LLP
                                                     CHARTERED ACCOUNTANTS
                                                     425 1st Street SW
                                                     Suite 1200
                                                     Calgary Alberta
                                                     Canada T2P 3V7
                                                     Telephone +1 (403) 509 7500
                                                     Facsimile +1 (403) 781 1825


REPORT OF INDEPENDENT ACCOUNTANTS ON THE RECONCILIATION TO US GAAP

TO THE BOARD OF DIRECTORS
OF SUNCOR ENERGY INC.

Our audits of the consolidated financial statements referred to in our report
dated January 16, 2002 appearing in the Annual Report to Shareholders of Suncor
Energy Inc., which report and financial statements are incorporated by reference
into this Form 40-F also included audits of the Reconciliation to US GAAP
presented on pages 56 to 64 of this form 40-F. In our opinion, this
Reconciliation to US GAAP is presented fairly, in all material respects, when
read in conjunction with the related consolidated financial statements.


CHARTERED ACCOUNTANTS
CALGARY, ALBERTA
JANUARY 16, 2002





CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS

We hereby consent to the incorporation by reference in this Annual Report on
Form 40-F of Suncor Energy Inc. for the year ended December 31, 2001 of our
reports dated January 16, 2002 relating to the consolidated financial statements
for the three years ended December 31, 2001 and relating to the Reconciliation
to US GAAP for the three years ended December 31, 2001 (as set out on page 56 to
64 of the Form 40-F).

We also hereby consent to the incorporation by reference in the Registration
Statement on Form F-10 (file No. 333-14242) of Suncor Energy Inc. of our reports
dated January 16, 2002 relating to the consolidated financial statements for the
three years ended December 31, 2001 and relating to the 2001 Reconciliation to
US GAAP for the three years ended December 31, 2001 (as set out on pages 56 to
64 of the Form 40-F) which are incorporated by reference and appears,
respectively, in this Form 40-F.


CHARTERED ACCOUNTANTS
CALGARY, ALBERTA
MARCH 28, 2002

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