Canadian Imperial Bank of Commerce/CAN – ‘40-F’ for 10/31/02 – ‘EX-5’

On:  Wednesday, 1/15/03, at 1:38pm ET   ·   For:  10/31/02   ·   Accession #:  1206774-3-20   ·   File #:  1-14678

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Annual Report by a Canadian Issuer   —   Form 40-F
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 40-F        Annual Report by a Canadian Issuer                     6     24K 
 2: EX-1        Underwriting Agreement                                 1      5K 
 3: EX-2        Plan of Acquisition, Reorganization, Arrangement,     11     42K 
                          Liquidation or Succession                              
 4: EX-3        Articles of Incorporation/Organization or By-Laws    120±   426K 
 5: EX-4        Instrument Defining the Rights of Security Holders   102±   461K 
 6: EX-5        Opinion re: Legality                                   1      8K 
 7: EX-6        Opinion re: Discount on Capital Shares                18±    72K 
 9: EX-8        Opinion re: Tax Matters                                1      8K 
 8: EX-7        Opinion re: Liquidation Preference                     1      8K 

EX-5   —   Opinion re: Legality

EXHIBIT 5 - Comments by Auditors on Canada - US Reporting Difference            

In the United States, reporting standards for auditors require the addition of  
an explanatory paragraph following the opinion paragraph to identify            
circumstances in which accounting changes affect consistency such as the matters
described in Note 14 to the consolidated financial statements. Our report to    
the shareholders dated November 27, 2002 related to the 2002 audit is expressed 
in accordance with Canadian reporting standards which do not require a reference
to such circumstances in the auditors' report when the items are properly       
accounted for and disclosed in the consolidated financial statements.           

/s/ Deloitte & Touche LLP                       /s/ PricewaterhouseCoopers LLP  
-------------------------                       ------------------------------  
Deloitte & Touche LLP                           PricewaterhouseCoopers LLP      
Chartered Accountants                           Chartered Accountants           
November 27, 2002                               November 27, 2002               

In the United States, reporting standards for auditors require the addition of  
an explanatory paragraph following the opinion paragraph to identify            
circumstances in which accounting changes affect consistency such as the matters
described in Note 28A to the consolidated financial statements. Our report to   
the shareholders dated November 27, 2002 related to the 2001 and 2000 audits is 
expressed in accordance with Canadian reporting standards which do not require a
reference to such circumstances in the auditors' report when the items are      
properly accounted for and disclosed in the consolidated financial statements.  

/s/ PricewaterhouseCoopers LLP                                                  
------------------------------                                                  
PricewaterhouseCoopers LLP                                                      
Chartered Accountants                                                           
November 27, 2002                                                               

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘40-F’ Filing		Date		Other Filings
Filed on:		1/15/03		6-K
		11/27/02
For Period End:		10/31/02		6-K
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