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April •, 1999

MacMillan Bloedel Limited

925 West Georgia Street

Vancouver BC V6C 3L2

Attention: Mr. Bruce Kulla, Vice President & General Counsel

- and to -

Russell & DuMoulin

Barristers & Solicitors

2100 - 1075 West Georgia Street

Vancouver BC V6E 3G2

Attention: Mr. Donald M. Dalik

Dear Sirs/Mesdames:

Re: MacMillan Bloedel Limited/British Columbia

Settlement Agreement dated March 10, 1999

I am a solicitor with the Ministry of Attorney General who advises the Ministry of Forests.

For the purposes of this opinion, I have examined the following:

1. a copy of the Settlement Agreement executed by the Province;

2. an approval by the Treasury Board of the Settlement Agreement, substantially in the form of the executed Settlement Agreement;

3. such other documents and matters of law as I have considered necessary or appropriate for the purposes of this opinion.

I have also assumed that the Settlement Agreement is within the capacity and powers of, and will be validly authorized, executed and delivered by MacMillan Bloedel Limited.

This opinion is rendered solely with respect to the laws of British Columbia and the laws of Canada applicable in British Columbia in effect on the date of this opinion.

Based upon and subject to the foregoing, I am of the opinion that:

1. The execution and delivery by the Province of the Settlement Agreement has been duly authorized by all necessary legislative, administrative, executive and other government action.

2. John Allan, Deputy Minister of Forests, is duly authorized to execute and deliver the Settlement Agreement on behalf of the Province of British Columbia.

3. The Province has full power and authority to execute and deliver the Settlement Agreement and to perform and observe its obligations thereunder.

4. The Settlement Agreement is valid and binding upon the Province in accordance with its terms.

5. All authorizations, approvals and other actions by any governmental authority or regulatory body of the Province of British Columbia that may be required in connection with the implementation or the performance by the Province of its obligations under the Settlement Agreement, have been or are able to be legally obtained by or on behalf of the Province.


This opinion is solely for the benefit of those persons to whom it is addressed and may not be relied upon by any other person without our prior written consent.

I trust the foregoing is satisfactory.

Yours truly,



Paul G. Jarman

Senior Solicitor