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In our opinion, Algonquin Power & Utilities Corp. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2012, based on criteria established in Internal Control – Integrated Framework  issued by the Committee of Sponsoring Organizations of the Treadway Commission. 

Algonquin Power & Utilities Corp. acquired Granite State Electric Company, EnergyNorth Natural Gas Inc., Liberty Energy (Midstates) Corp., Wind Portfolio SponsorCo LLC and Wind Portfolio Holdings LLC during 2012, and management excluded from its assessment of the effectiveness of Algonquin Power & Utilities Corp.’s internal control over financial reporting as of December 31, 2012, Granite State Electric Company, EnergyNorth Natural Gas Inc., Liberty Energy (Midstates) Corp., Wind Portfolio SponsorCo LLC and Wind Portfolio Holdings LLC’s internal control over financial reporting associated with total assets of $757.7 million and total revenues of $117.0 million included in the consolidated financial statements of Algonquin Power & Utilities Corp. and subsidiaries as of and for the year ended December 31, 2012. Our audit of internal control over financial reporting of Algonquin Power & Utilities Corp. also excluded an evaluation of the internal control over financial reporting of Granite State Electric Company, EnergyNorth Natural Gas Inc., Liberty Energy (Midstates) Corp., Wind Portfolio SponsorCo LLC and Wind Portfolio Holdings LLC. 

We also have audited, in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Algonquin Power & Utilities Corp. as of December 31, 2012 and December 31, 2011, and the related consolidated statements of operations, comprehensive income (loss), equity and cash flows for the years ended December 31, 2012 and December 31, 2011, and our report dated March 14, 2013 expressed an unqualified (unmodified) opinion on those consolidated financial statements. 

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Chartered Accountants, Licensed Public Accountants Toronto, Canada March 14, 2013 

