INDEPENDENT AUDITOR'S OPINION

To the
Directors and Shareholders of
Saraiva S.A. Livreiros Editores
São Paulo - SP

We have examined the balance sheets of Saraiva S.A. Livreiros Editores ("Editora") and the consolidated balance sheets of Editora and its subsidiary as of December 31, 2000 and 1999, and the respective statements of income, of changes in the shareholders' equity, and of sources and application of funds, corresponding to the years ending on those dates, drawn up under the responsibility of their management. Our responsibility is to express an opinion on these financial statements.

Our examination was conducted in accordance with the auditing norms usually applied in Brazil and comprised: (a) planning the work, taking into account the relative importance of balances, the volume of transactions and the internal accounting and control systems of Editora and its subsidiary; (b) checking, on a test basis, the evidence and registers that support the values and accounting information published; and (c) assessing the more representative accounting practices and estimates adopted by the management of the Company and its subsidiary, as well as the presentation of financial statements taken as a whole.

In our opinion, the above-mentioned financial statements fairly represent, in all relevant aspects, the equity and financial position of Saraiva S.A. Livreiros Editores and the consolidated equity and financial position of Editora and its subsidiary as of December 31, 2000 and 1999, the results of their operations, the changes in shareholders' equity and the sources and applications of funds, corresponding to the years ending on those dates, in accordance with the accounting practices established by Brazilian corporate legislation.  

March 19, 2001

KPMG Auditores Independentes
CRC 2SP014428/O-6

Fernando Octavio Sepúlveda Munita
Accountant CRC 1SP105080/O-0