Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes _______ No ___X____
OPINION OF THE FISCAL COUNCIL OF TELE CELULAR SUL PARTICIPAÇÕES S.A.
The Fiscal Council of TELE CELULAR SUL PARTICIPAÇÕES S.A. (the “Company”), according to article 163, III of Law 6,404/76, in a meeting held on July 19, 2004, which agenda included the merger of TELE NORDESTE CELULAR PARTICIPAÇÕES S.A. into the Company, to be published in a Material Fact Announcement; considering the provisions of the Brazilian Securities Commission Instruction nr. 319, dated December 3, 1999, which provides for corporate reorganizations and also considering the explanation of the Company’s management based on the opinion of auditors, consultants and outside advisors; and after the review of such reorganization transaction on the legal point of view and not having verified any modification that should be registered, the Fiscal Council recommends the approval of the merger, as well as of the acts necessary for its implementation, to the General Shareholders Meeting that will decide on the abovementioned merger.
São Paulo, July 19, 2004
| Antônio Abrahão Chalita | Celso Clemente Giacometti |
| Josino de Almeida Fonseca | José Antônio Machado |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| TELE CELULAR SUL PARTICIPACTES, S.A. | ||
| Date: July 23, 2004 | By: | /s/ Paulo Roberto Cruz Cozza |
| Name: Paulo Roberto Cruz Cozza | ||
| Title: Chief Financial Officer | ||