REPORT OF INDEPENDENT REGISTERED  PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of  The Middleby Corporation: We have audited management’s assessment, included in the accompanying Management’s Report on Internal Control Over Financial Reporting, that The Middleby Corporation and Subsidiaries (the “Company”) maintained effective internal control over financial reporting as of January 1, 2005, based on criteria established in  Internal Control—Integrated Framework issued by  the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for  maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness  of the Company’s internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assess- ment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as  we considered necessary in the circumstances. We believe that  our audit provides a reasonable basis for our opinions. A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s  board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting  principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately  and fairly reflect the transactions and dispositions of the assets  of the company; (2) provide reasonable assurance that transac- tions are recorded as necessary to permit preparation of financial  statements in accordance with generally accepted accounting  principles, and that receipts and expenditures of the company  are being made only in accordance with authorizations of manage- ment and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unautho- rized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstate- ments due to error or fraud may not be prevented or detected  on a timely basis. Also, projections of any evaluation of the effec- tiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become  inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In our opinion, management’s assessment that the Company maintained effective internal control over financial reporting as  of January 1, 2005, is fairly stated, in all material respects, based on the criteria established in  Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Also in our opinion, the Company maintained, in all material respects, effective internal control  over financial reporting as of January 1, 2005, based on the criteria established in  Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and for the year  ended January 1, 2005 of the Company and our report dated March 14, 2005 expressed an unqualified opinion on those  financial statements. Deloitte & Touche LLP Chicago, Illinois March 14, 2005 16 MIDDLEBY CORPORATION AND SUBSIDIARIES