Bank of Montreal

  • Date: 2016-01-29

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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

January 29, 2016 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 Superintendent of Securities, Prince Edward Island Superintendent of Securities, Newfoundland and Labrador Superintendent of Securities, Yukon Superintendent of Securities, Northwest Territories Superintendent of Securities, Nunavut

Dear Sirs/Mesdames: Re:

Bank of Montreal Canadian AutoCallable Principal At Risk Notes, Series 209 (CAD) (F-Class), Due February 24, 2021 Pricing Supplement No. 240 of Bank of Montreal (the “Bank”) dated January 29, 2016 to the Short Form Base Shelf Prospectus of the Bank dated April 27, 2015 (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. This letter is delivered to the addressees pursuant to the requirements of securities legislation and is not to be used or relied upon for any other purpose. Yours truly, “Torys LLP”