Exhibit 5






                                 March 30, 1994

Rayonier Inc.
1177 Summer Street
Stamford, CT 06905

Dear Sirs:

I  am Corporate  Secretary and  Associate General  Counsel of Rayonier  Inc., a
North Carolina corporation (the "Company").   In that capacity I have acted  as
counsel for the Company with respect to the Registration Statement on  Form S-8
under the Securities Act of 1933, as amended, as filed  with the Securities and
Exchange  Commission  relating to  383,000 Common  Shares  of the  Company (the
"Shares") to  be issued pursuant to  the Rayonier Substitute  Stock Option Plan
(the "Plan").

I  have examined originals  or copies, certified or  otherwise identified to my
satisfaction,  of  the  Plan  and  such  other  documents,  corporate  records,
certificates  of  public  officials and  other  instruments  as  I have  deemed
necessary or advisable for purposes of the opinion  as set forth below.  I have
assumed  the genuineness  of the  signatures on  all documents  examined by  me
(other than those of  officers and directors of the Company),  the authenticity
of all  documents  submitted to  me  as originals  and  the conformity  to  all
corresponding originals of all documents submitted to me as copies.

Based on the foregoing,  I am of the opinion that the Shares to be issued under
the  Plan will,  when so  issued pursuant  to the  provisions of  the Plan,  be
validly  issued, fully paid  and non-assessable (assuming that,  at the time of
such issuance,  the Company has a sufficient  number of authorized and unissued
Shares available for such issuance).

I  am a member of the bar of the States of New York and Connecticut and express
no opinion to any matter  relating to any law other than the law  of the States
of New York and Connecticut, the Federal law of the United States and the North
Carolina Business Corporation Act.

I consent to the use of this opinion as Exhibit 5 to the aforesaid Registration
Statement.  In giving such consent, I do not thereby admit that I am within the
category of person whose consent is required  under Section 7 of the Securities
Act of  1933, as amended,  or the Rules and  Regulations of the  Securities and
Exchange Commission thereunder.

                                   Very truly yours,



                                   John B. Canning
                                   Secretary and Associate
                                   General Counsel