Offer to purchase CLEARNET.pdf - About TELUS

Eligibility for Investment
In the opinion of Farris, Vaughan, Wills & Murphy, counsel to TELUS, based on legislation in effect at the
date hereof and subject to compliance with the prudent investment standards and general investment provisions
and restrictions of the statutes referred to below (and, where applicable, the regulations thereunder) and, in
certain cases, subject to the satisfaction of additional requirements relating to investment policies, procedures
and goals, TELUS Non-Voting Shares would not be precluded as investments under or by the following statutes:
Insurance Companies Act (Canada) Trustee Act (Nova Scotia)
Trust and Loan Companies Act (Canada) An Act respecting trust companies and savings
Pension Benefits Standards Act, 1985 companies (Quebec) (for a trust company,
(Canada) as defined therein, investing its own funds
Pension Benefits Act (Ontario) and deposits it receives, and a savings
Loan and Trust Corporations Act (Ontario) company, as defined therein, investing its
Alberta Heritage Savings Trust Fund Act own funds)
(Alberta) An Act respecting insurance (Quebec) (for an
Employment Pension Plans Act (Alberta) insurer, as defined therein, constituted
Insurance Act (Alberta) under the laws of the Province of Quebec,
Loan and Trust Corporations Act (Alberta) other than a guarantee fund)
Financial Institutions Act (British Columbia) Supplemental Pension Plans Act (Quebec) (for
The Pension Benefits Act (Manitoba) a plan governed thereby)
The Trustee Act (Manitoba)
In the opinion of Farris, Vaughan, Wills & Murphy, the TELUS Non-Voting Shares are, at the date hereof,
qualified investments under the Tax Act for a trust governed by a registered retirement savings plan, a registered
retirement income fund, a deferred profit sharing plan or a registered education savings plan.
Legal Matters
Certain legal matters on behalf of the Offerors will be passed upon by, and the opinions contained under
‘‘Enforceability of Certain Civil Liabilities in the United States’’ and ‘‘— Eligibility for Investment’’ in the
Circular have been provided by Farris, Vaughan, Wills & Murphy of Vancouver, British Columbia, counsel to the
Offerors. The partners and associates of Farris, Vaughan, Wills & Murphy as a group beneficially own, directly
or indirectly, less than 1% of the issued and outstanding TELUS Shares.
Bennett Jones LLP of Calgary, Alberta has acted as Canadian tax counsel to the Offerors with respect to
the Offers. The opinion contained in ‘‘Canadian Federal Income Tax Considerations’’ in the Circular has been
provided by Bennett Jones LLP. The partners and associates of Bennett Jones LLP as a group beneficially own
directly or indirectly, less than 1% of the issued and outstanding TELUS Shares.
Cleary, Gottlieb, Steen & Hamilton of New York, New York has acted as United States counsel to the
Offerors with respect to the Offers. The opinion contained under ‘‘United States Federal Income Tax
Considerations’’ in this Circular has been provided by Cleary, Gottlieb, Steen & Hamilton. The partners and
associates of Cleary, Gottlieb, Steen & Hamilton as a group beneficially own, directly or indirectly, less than 1%
of the issued and outstanding TELUS Shares.
Auditors, Transfer Agent and Registrar
The auditors of TELUS are Authur Andersen LLP, Chartered Accountants of Vancouver, British Columbia.
The transfer agent and registrar for TELUS Non-Voting Shares is Montreal Trust Company of Canada at its
principal offices in Calgary, Vancouver, Toronto, Montreal, Halifax, Winnipeg, Regina and Edmonton.
Documents Incorporated by Reference
The following documents filed with the provincial securities commissions or similar authorities in Canada
are specifically incorporated by reference in and form an integral part of this Circular:
(a) TELUS’ Annual Information Form dated March 17, 2000;
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