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<PAGE> Exhibit 2.2 [LETTERHEAD OF ELVINGER, HOSS & PRUSSEN] We hereby consent to being named and to the summarization of advice attributed to us in the response to Item 6 of the Annual Report on Form 20-F of Stolt Offshore S.A. for the fiscal year ended November 30, 1999. /s/ ELVINGER, HOSS & PRUSSEN Luxembourg, May 31, 2000
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