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Minister of Forests

Victoria, B.C.

April •, 1999

Matter No. MBL23810



Dear Sirs/Mesdames:

Re: Settlement Agreement (the "Settlement Agreement") dated

March 16, 1999 between Her Majesty the Queen in Right

of the Province of British Columbia, represented by the

Minister of Forests and MacMillan Bloedel Limited

We have acted as counsel to MacMillan Bloedel Limited ("MBL") in connection with the negotiation and execution of the Settlement agreement.

Scope of Review

In the course of so acting, we have examined the following documents:

(a) the Settlement Agreement;

(b) a release (the "MBL Release") of claim dated • granted by MBL to Her Majesty the Queen in Right of the Province of British Columbia, as represented by the Minister of Forests (the "Province");

(c) an agreement to terminate arbitration (the "Termination Agreement") dated • between MBL and the Province; and,

(d) a certified copy of a resolution of the Board of Directors of MBL, certified on April •, 1998, regarding the Settlement Agreement and related documentation,

(collectively the "Settlement Documents").


We have also examined such other documents, MBL constating documents, certificates of officers and delegations of signing authority, and have considered such matters of law as we have deemed necessary as a basis for the opinions hereinafter expressed.


With respect to all documents examined by us, we have assumed the genuineness of all signatures, the legal capacity of all individuals signing any documents, the authenticity of all documents submitted to us as originals and the conformity to authentic originals of all documents submitted to us as certified, conformed, telecopied or photostatic copies.


Based and relying upon the foregoing and, subject to the qualifications hereinafter provided, we are of the opinion that:

1. MBL is a body corporate validly existing under the Canada Business Corporations Act, R.S.C. 1985, c. C-44, as amended, and duly registered extra-provincially in the Province of British Columbia and is in good standing with respect to the filing of annual returns with the Registrar of Companies for the Province of British Columbia.

2. MBL has full corporate power and capacity to enter into the Settlement Documents and to perform MBL's obligations thereunder.

3. Each of the Settlement Documents has been duly authorized, executed and delivered and constitutes a legal, valid and binding obligation of MBL, enforceable in accordance with its terms.

4. The execution and delivery of the Settlement Documents and the performance of the obligations of MBL thereunder will not conflict with, nor result in a breach of any term of nor constitute a default under, MBL's constating documents nor under any agreements to which it is a party nor any statute or regulation having effect in British Columbia on MBL nor, to our knowledge, any judgment, order or decree of any court or other body having jurisdiction over MBL or any property of MBL subject to the Settlement Documents.

The opinions expressed herein are limited to the laws of the Province of British Columbia and the federal laws of Canada applicable therein and are based upon legislation and regulations in effect on the date hereof.


The foregoing opinions are subject to the following qualifications:

(a) Enforcement may be limited by laws of general application affecting creditors' rights, including without limitation, the common law with respect to the obligations of creditors (such as the obligation of a lender to act reasonably and in good faith), the PPSA and bankruptcy, insolvency, reorganization, arrangement, winding up, moratorium and limitation of action laws; and,

(b) Enforcement is subject to general equitable principles, including the fact that the availability of equitable remedies, such as injunctive relief and specific performance, is in the discretion of a court.


This opinion is provided to the addressees in connection with the transactions described herein and may not be relied upon for any other purpose, without our prior written consent. This opinion may not be delivered to or relied upon by any other person other than the addressees, and their successors and assigns, without our prior written consent.


Yours truly,