**Exhibit 99.5**

 

**Report ofIndependent Registered Public Accounting Firm**

 

To the Board of Directors and Shareholders of CanadianSuperior Energy Inc.:

 

We have audited Canadian Superior Energy Inc.’s (the “Company”)internal control over financial reporting as of December 31, 2007,based on criteria established in Internal Control — Integrated Framework issuedby the Committee of Sponsoring Organizations of the Treadway Commission(COSO).  The Company’s management isresponsible for maintaining effective internal control over financial reportingand for its assessment of the effectiveness of internal control over financialreporting, included in the accompanying management’s report on internal controlover financial reporting. Our responsibility is to express an opinion on theCompany’s internal control over financial reporting based on our audit.

 

We conducted our audit in accordance with the standardsof the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and performthe audit to obtain reasonable assurance about whether effective internalcontrol over financial reporting was maintained in all material respects.  Our audit included obtaining an understandingof internal control over financial reporting, assessing the risk that amaterial weakness exists, and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk. Our auditincludes performing such other procedures as we considered necessary in thecircumstances.  We believe that our auditprovides a reasonable basis for our opinion.

 

A company’s internal control over financial reporting isa process designed to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles.  A company’s internal control over financialreporting includes those policies and procedures that (1) pertain to themaintenance of records that, in reasonable detail, accurately and fairlyreflect the transactions and dispositions of the assets of the company; (2) providereasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally acceptedaccounting principles, and that receipts and expenditures of the company arebeing made only in accordance with authorizations of management and directorsof the company; and (3) provide reasonable assurance regarding preventionor timely detection of unauthorized acquisition, use, or disposition of thecompany’s assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal controlover financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls maybecome inadequate because of changes in conditions, or that the degree ofcompliance with the policies or procedures may deteriorate.

 

Amaterial weakness is a deficiency or a combination of deficiencies in internalcontrol over financial reporting, such that there is a reasonable possibilitythat a material misstatement of the annual or interim financial statements willnot be prevented or detected on a timely basis. The following material weaknesses have been identified and are includedin management’s assessment:

 

·      There are no effectivecontrols or procedures related to all significant accounts and processes toprovide reasonable assurance that transactions are recorded accurately, arerecorded timely and are complete. 

 

·      The Company was notadequately staffed with accounting personnel possessing an adequate level oftechnical expertise and did not maintain effective segregation of duties overautomated and manual transactions leading to ineffective monitoring,supervision and reviews. 

 

·      The Company did not maintaineffective controls over the safeguarding of monetary assets.  This material weakness affects cash andshort-term investments.

 

 

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In our opinion, because of the effect of the materialweaknesses described above on the achievement of the objectives of the controlcriteria, the Company has not maintained effective internal control overfinancial reporting as of December 31, 2007, based on criteria establishedin Internal Control — Integrated Framework issued by the Committee ofSponsoring Organizations of the Treadway Commission.

 

We have also audited, in accordance with Canadiangenerally accepted auditing standards and the the standards of the PublicCompany Accounting Oversight Board (United States), the consolidated balancesheets as at December 31, 2007 and 2006 and the statements of operations,comprehensive loss and deficit and cash flows for each of the years in thethree year period ended December 31, 2007, of the Company and our report dated March 27, 2008 expressed anunqualified opinion. The aforementioned material weaknesses were considered indetermining the nature, timing, and extent of audit tests applied in our auditof the 2007 consolidated financial statements, and this report does not affectour opinion on those consolidated financial statements.

 

Yours truly,

 

**MEYERS NORRIS PENNY****LLP**

 

Calgary, Canada

 

March 27, 2008

 

 

 

 

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