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120 BROADWAY NEW YORK COLLINS & COMPANY PUBLIC ACCOUNTANTS MEMBERS or AMERICAN INSTITUTE OF ACCOIINTANTS `TEW YORK,N.Y. OLIVER BUILDING PITTSBURGH, PA. January 27, 1954- To the Board of Directors of Philip Morris & Co. Ltd., Incorporated. Dear Sirs: We set forth herein certain opinions related to your proposed acquisition of stock of Benson and Hedges. Reference is made to certain information, identified below, contained in Amendment No. 1 to the Registration Statement (Registration No. 2-10640) on Form S-1, as filed with the Securi- ties and Exchange Commission. (Items in the left-hand column are captions or subcaptions appearing in the Prospectus filed as part of the af ore said Amendment.) CAPITALIZATION OF PHILIP MORRIS Benson and Hedges funded debt, AND BENSON AND HEDGES short term notes and c ommon stock outstanding as of October 31, 1953, with related footnotes. SALES AND PRODUCTION All information relating to Benson and Hedges and Parliament. DIVIDENDS All figures relating to Benson and Hedges. BUSINESS OF BENSON AND HEDGES Products and Distribution The statements that Parliament has accounted for more than 90% of Benson and Hedges dollar net sales since 1950, and that the , percentage of Benson and Hedges total dollar net sales repre- sented by sales of Parliaments increased from approximately 62% in 1947 to approximately 97% in 1953 -

2 Price of Parliament The prices (before 10% trade and 219 cash discounts) at which Benson and Hedges has sold Parliaments s inc e January 1, 1948 . Tobacco Property The statements in the second para- graph in so far as they relate to Benson and Hedges; all f igures in the third paragraph; and the statement in the f ourth paragraph that prices paid for flue-cured tobacco of the 1953 crop were sub- stantially higher than for the 1952 crop. All dollar amounts set forth under this heading. Employees The statements as to the total contribution of Benson and Hedges to the Employees' Profit Sharing-- Stock Bonus and Retirement Plan, and the a llocation thereof to the accounts of officers and the ac- counts of other employees. All figures relating to options grant- ed and t o options outstanding as of October 31, 1953. DIRECTORS, OFFICERS AND The statement that tbe current PRINCIPAL STOCKHOLDERS salaries of Joseph F. Cullman, Jr., and Joseph ?. Cullman, rd, from Benson and Hedges are ~~j0,000 and $35,000 respectively. We have compared the inf ormation identified above, other than percentage calculations, with entries in the accounting or other related records of Benson and Hedges and its subsidiaries. In our opinion, such information, including percentage calculations, is in accord with the records examined. The data appearing under 1tComparison of Earnings per Share of Common Stock" so far as they relate to Benson and Hedges have been compared with entries in its accounting or other related records and, in our opinion, are in accord with such records and the calculations reflected in the table appearing under that head- ing have been correctly computed on the bases indicated. We wish further to state that in our opinion the finan- cial statements, supporting schedules and other f inancial data covered by our reports in the aforesaid Registration Statement, as amended, comply as to form in all material respects with the

pertinent requirements of the Securities Act of 1933 and the perti- nent published rules, regulations and instructions of the Securities and Exchange Commission. We have completed an audit of the financial statements of Benson and Hedges and its subsidiaries as of December 31, 1953 and for the two months and twelve months then ended. We have also made a limited review of the books and accounts of those companies for the period from January 1 through January 26, 1954- In connection with such review we made inquiries of officers and other employees responsible for accounting matters as to the consistency of ac- counting procedure and as to the existence and disclosure of any material contingent liabilities. In our opinion, the consolidated capitalization of Benson and Hedges as of the close of business January 26, 1954 was as follows: Funded Debt (including amounts due within one year) 15 Year 1}.2 Sinking Fund Debentures, due October 1, 1967 $2,800,000 W First Mortgage of 585 Water Street Realty Corporation, 6455 payable quar- terly to 1957; due April 1, 1957 ~ 44.,315 Short Term Notes $6,050,000 Common Stock, par value $4 per share (including 3121 shares issuable upon the exercise of options) 443,561 shs. We are further of the opinion that there has been no material change in the financial position of Benson and Hedges and its subsidiaries nor in the amount of consolidated net assets of those companies since October 31, 1953• It is understood that this letter is not to be reproduced, in whole or in part, or to be referred to, in the Registration Statement or in any amendment thereto or in the related Prospectus or in any literature used in connection wit h the offering of securi- ties covered by the aforementioned Registration Statement and re- lated Prospectus. Public Accountants.