Exhibit 5.2
May 17, 2023
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 (Registration No. 333-256995) filed with the Securities and Exchange Commission (the “Commission”) on June 10, 2021 (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 May 15, 2023, 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 4.750% Notes due 2026 (the “Notes”), in accordance with the underwriting agreement, dated May 15, 2023, among Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc. and Scotia Capital (USA) Inc., 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 (the “Base Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (the “Trustee”), as amended and supplemented by a first supplemental indenture dated as of February 15, 1991, between the Company and the Trustee (the “First Supplemental Indenture”), a second supplemental indenture dated as of February 1, 1993, between the Company and the Trustee (the “Second Supplemental Indenture”), a third supplemental indenture dated as of October 22, 2001, between the Company and the Trustee (the “Third Supplemental Indenture”), a fourth supplemental indenture dated as of March 12, 2002, between the Company and the Trustee (the “Fourth Supplemental Indenture”), a fifth supplemental indenture dated as of March 30, 2020, between the Company and the Trustee (the “Fifth Supplemental Indenture”), and the Officers’ Certificate of the Company, dated as of May 17, 2023, establishing the terms of the Notes (the “Officers’ Certificate” and, together with the Base Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture and the Fifth Supplemental Indenture, the “Indenture”).
Based upon the foregoing, I am of opinion that the Indenture and the Notes have been duly authorized, executed and delivered by the Company.
