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To the Board
of Directors and Shareholders of Praxair, Inc.
In our opinion,
the accompanying consolidated balance sheet and the related consolidated
statements of income, shareholders' equity and cash flows present
fairly, in all material respects, the financial position of Praxair,
Inc. and its subsidiaries at December 31, 2000 and 1999, and the
results of their operations and their cash flows for each of the
three years in the period ended December 31, 2000 in conformity
with accounting principles generally accepted in the United States
of America. These financial statements are the responsibility of
the Company's management; our responsibility is to express an opinion
on these financial statements based on our audits. We conducted
our audits of these statements in accordance with auditing standards
generally accepted in the United States of America, which require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for the opinion
expressed above.

Stamford, Connecticut
February 8, 2001, except as to Note 9, which is as of February 21,
2001
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