Cott Beverages Inc, et al. – ‘S-4’ on 3/8/02 – EX-23.1

As of:  Friday, 3/8/02   ·   Accession #:  893220-2-238   ·   File #s:  333-84080, -01, -02, -03, -04, -05

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Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Cott Beverages Inc.                                  119    491K 
 9: EX-3.10     Certificate of Incorporation of Cott Vending Inc.      2     11K 
10: EX-3.11     Bylaws of Cott Vending Inc.                           10     43K 
11: EX-3.12     Certificate of Formation of Interim Bcb, LLC           3     12K 
12: EX-3.13     Amended & Restated Operating Agreement;Interim Bcb    11     39K 
 2: EX-3.3      Articles of Incorporation Cott Beverages Inc.          6     19K 
 3: EX-3.4      Bylaws of Cott Beverages Inc...                        9     38K 
 4: EX-3.5      Amended & Restated Certificate of Incorporation...     6     16K 
 5: EX-3.6      Memo of Assoc & Amended & Restated Cert. of Inc.       2     11K 
 6: EX-3.7      Articles of Assoc & Bylaws of Cott Holdings Inc.       1      9K 
 7: EX-3.8      Articles of Incorporation of Cott Usa Corp.            4     16K 
 8: EX-3.9      Bylaws of Cott Usa Corp.                               9     38K 
13: EX-5.1      Opinion of Drinker Biddle & Reath LLP.                 3     15K 
14: EX-12.1     Computation of Ratios of Earnings to Fixed Charges     1     10K 
15: EX-21.1     List of Subsidiaries of Cott Corporation...            2±    10K 
16: EX-23.1     Consent of Independent Accountants                     1      9K 
17: EX-25.1     Form T-1, Statement of Eligibility...                  8     33K 
18: EX-99.1     Form of Letter of Transmittal                         16     69K 

EX-23.1   —   Consent of Independent Accountants

EX-23.1
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                                                                EXHIBIT 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration        
Statement on Form S-4 of Cott Corporation of our report dated January 30, 2002  
relating to the consolidated financial statements, which appears in the 2001    
Annual Report to Shareowners, which is incorporated in the Annual Report on Form
10-K for the year ended December 29, 2001. We also consent to the incorporation 
by reference of our report dated January 30, 2002 relating to the financial     
statement schedules, which is incorporated in the Annual Report Form 10-K. We   
also consent to the references to us under the headings "Experts" and "Selected 
Historical Consolidated Financial Data" in such Registration Statement.         

/s/ PricewaterhouseCoopers LLP                                                  

Independent Accountants                                                         
Toronto, Ontario                                                                
March 8, 2002                                                                   

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-4’ Filing		Date		Other Filings
Filed on:		3/8/02		10-K
		1/30/02
		12/29/01		10-K
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