EXHIBIT 5.1
                      [Andrews & Kurth L.L.P. Letterhead]

 
                                 November 5, 1997


U.S. Timberlands Klamath Falls, L.L.C.
6400 Highway 66
Klamath Falls, Oregon 97601

U.S. Timberlands Finance Corp.
6400 Highway 66
Klamath Falls, Oregan 97601

Gentlemen:

          We have acted as counsel to U.S. Timberlands Klamath Falls, L.L.C., a
Delaware limited liability company (the "Company"), and U.S. Timberlands Finance
Corp., a Delaware corporation ("Finance Corp.",  and together with the Company
the "Registrants") in connection with the Registrants' Registration Statement on
Form S-1 (the "Registration Statement") relating to the registration under the
Securities Act of 1933, as amended, of the offering and sale of up to
$225,000,000 aggregate principal amount of the Registrants'     % Senior Notes
due 2007 (the "Notes") to be offered in a public offering.  The Notes are
proposed to be issued in accordance with the provisions of an indenture (the
"Indenture") substantially in the form filed as an exhibit to the Registrants'
Registration Statement on Form S-1 (No. 333-34389).

          In arriving at the opinions expressed below, we have examined the
Registration Statement, the Prospectus, the form of Indenture filed as an
exhibit to the Registration Statement and the originals or copies certified or
otherwise identified to our satisfaction of such other instruments and other
certificates of public officials and officers and representatives of the
Company, and we have made such investigations of law, as we have deemed
appropriate as a basis for the opinions expressed below.  In rendering the
opinions expressed below, we have assumed and have not verified that the
signatures on all documents that we have examined are genuine, the authenticity
of all documents submitted to us as originals, the conformity with the authentic
originals of all documents submitted to us as certified, photostatic or faxed
copies, and that all documents in respect of which forms were filed with the
Commission as exhibits to the Registration Statement will conform in all
material respects to the forms thereof that we have examined.

 
U.S. Timberlands Klamath Falls, L.L.C.
U.S. Timberlands Finance Corp.
November 5, 1997
Page 2



          Based on the foregoing and on such legal considerations as we deem
relevant, we are of the opinion that:

     1.   The Notes have been duly and validly authorized by all necessary
action by the Company and Finance Corp., respectively.

     2.  Assuming (i) due authorization, execution and delivery of the Indenture
governing the Notes and the qualification thereof under the Trust Indenture Act
of 1939, as amended, (ii) due execution and authentication of the Notes as
specified in the Indenture and delivery of the Notes against payment therefor as
described in the Registration Statement, (iii) due authorization, execution and
delivery of the underwriting agreement pursuant to which the Notes are proposed
to be sold and (iv) that the trustee is a corporation validly existing and in
good standing under the law of its jurisdiction of incorporation, the Notes will
constitute valid and legally binding obligations of the Company and Finance
Corp., respectively.

          The opinions expressed above with respect to the Notes may be limited
by applicable bankruptcy, insolvency (including, without limitation, all laws
relating to fraudulent transfer), reorganization, moratorium and other similar
laws affecting creditors' rights generally and by general principles of equity
(regardless of whether enforcement is sought in a proceeding in equity or at
law), including reasonableness, materiality, good faith and fair dealing.  Such
opinions are also subject to the qualification that the remedy of specific
performance and other forms of equitable relief may be subject to equitable
defenses and to the discretion of the court before which proceedings may be
brought.

          In rendering the foregoing, we express no opinion as to the validity,
binding effect or enforceability of any choice of law provision or the
enforceability of the waiver of rights under any usury laws.

          This opinion is limited in all respects to federal laws, the Delaware
Limited Liability Company Act, the Delaware General Corporation Law and the laws
of the State of New York.  We hereby consent to the use of this opinion as an
exhibit to the Registration Statement and to the reference to our firm under the
caption "Legal Matters" therein.

                                             Very truly yours,


                                             Andrews & Kurth L.L.P.