Exhibit 5.2
February 25, 2019
Weyerhaeuser Company
220 Occidental Avenue South
Seattle, WA 98104
Ladies and Gentlemen:
I have acted as counsel for Weyerhaeuser Company, a Washington corporation (the “Company”), in connection with (i) the review of a registration statement on Form S-3 (RegistrationNo. 333-225502) filed with the Securities and Exchange Commission (the “Commission”) on June 7, 2018 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), and (ii) the preparation and review of the Prospectus Supplement, dated February 21, 2019, of the Company (the “Prospectus Supplement”), filed with the Commission and relating to the issuance by the Company of $750,000,000 aggregate principal amount of 4.00% Notes due 2029 (the “Notes”), in accordance with the underwriting agreement, dated February 21, 2019, among Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC, as representatives of the several underwriters listed in Schedule I thereto, and the Company.
In such capacity and in connection with the opinions expressed herein, I have examined originals, or copies certified or otherwise identified to my satisfaction, of such documents, corporate records and other instruments as I have deemed necessary or appropriate for the purpose of this opinion, including, without limitation, the (1) Registration Statement and (2) the indenture dated as of April 1, 1986, as amended and supplemented by a first supplemental indenture dated as of February 15, 1991, a second supplemental indenture dated as of February 1, 1993, a third supplemental indenture dated as of October 22, 2001, and a fourth supplemental indenture dated as of March 12, 2002 (collectively, the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (the “Trustee”).
Based upon the foregoing, I am of opinion that:
1. Based solely on a certificate from the Secretary of State of the State of Washington, the Company is a corporation validly existing under the laws of the State of Washington.
2. The Indenture and the Notes have been duly authorized, executed and delivered by the Company.
I am admitted to practice only in the State of Washington, and accordingly, do not express any opinion herein concerning any law other than the laws of the State of Washington and the Federal law of the United States of America, each as currently in effect.
