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EXHIBIT 5.1
May 17, 2004
Norske Skog Canada Limited
16th Floor, 250 Howe Street
Vancouver, British Columbia
Canada V6C 3R8
Shearman & Sterling
1080 Marsh Road
Menlo Park, California 94025-1022
United States of America
Dear Sirs and Mesdames:
NORSKE SKOG CANADA LIMITED
EXCHANGE OFFER OF US$250,000,000 7 3/8% SENIOR NOTES DUE 2011
We have acted as counsel to Norske Skog Canada Limited (the "Company") and Elk
Falls Pulp and Paper Limited, Norske Skog Canada Finance Limited, Norske Skog
Canada Pulp Operations Limited, Norske Skog Canada Pulp Sales Inc., Norske Skog
Canada Sales Inc., NorskeCanada, Pacifica Papers Sales Ltd. and Pacifica Poplars
Ltd. (collectively, the "Canadian Guarantors", and together with the Company,
the "Canadian Issuers") in connection with the preparation and filing with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Securities Act"), of a Registration Statement on Form F-4 (the
"Registration Statement").
The Registration Statement relates to the offer by the Company to exchange (the
"Exchange Offer") the Company's outstanding unregistered US$250,000,000
aggregate principal amount of 7 3/8% Senior Notes due 2014 (the "Outstanding
Notes") for the Company's US$250,000,000 principal amount of 7 3/8% Senior
Exchange Notes due 2014 (the "Exchange Notes") that will be registered under the
Securities Act, as set out in the prospectus forming a part of the Registration
Statement.
The Exchange Notes will be issued under the indenture dated as of March 23, 2004
among the Company, the Guarantors (as such term is defined in the Indenture) and
Wells Fargo Bank, National Association, as Trustee, (the "Indenture").
For the purpose of the opinions expressed in this opinion letter, we have
reviewed the Indenture, the Outstanding Notes and a form of the Exchange Notes
and have examined originals or copies, certified or otherwise identified to our
satisfaction, of such other records or documents as we have considered relevant,
necessary or advisable for the purpose of the opinions expressed in this opinion
letter.
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We have also considered such questions of law, examined the statutes, public
records, corporate records, certificates and other documents and made such other
searches and examinations as we have considered necessary in order to give the
opinions expressed in this opinion letter.
For the purposes of the opinions expressed in this opinion letter, we have, with
your concurrence assumed:
(a) the legal capacity of all individuals, the genuineness of all
signatures, the authenticity and completeness of all documents
submitted to us as originals and the completeness and conformity to
authentic originals of all documents submitted to us as certified,
photostatic conformed, notarial or facsimile copies;
(b) the accuracy of and relied upon all information, indices and filing
systems maintained at the offices of public record in which we have
conducted or caused to be conducted searches or enquiries in
connection with this opinion;
(c) that no winding up, liquidation, dissolution, insolvency, bankruptcy,
amalgamation, reorganization or continuation proceedings have been
commenced by any of the Company and the Canadian Guarantors;
(d) that each of the Company and the Canadian Guarantors is up-to-date in
the filing of all required annual returns, including those required
under the COMPANY ACT (British Columbia) (the "Company Act") or the
CANADA BUSINESS CORPORATIONS ACT (the "CBCA") as the case may be, and
similar legislation and none of the Company or the Canadian Guarantors
has received notice of any proceedings to cancel its memorandum,
certificate of amalgamation, articles, certificate of incorporation or
certificate of continuance, as the case may be, or otherwise to
terminate its existence; and
(e) that each of the Company and the Canadian Guarantors is not insolvent,
and in particular, that each of the Company and the Canadian
Guarantors is able to pay its debts as such debts become due in the
usual course of its business.
We have not undertaken any independent investigation to verify the accuracy or
completeness of our assumptions and other matters upon which we rely.
The opinions expressed in this opinion letter are limited to the laws of the
Province of British Columbia and the federal laws of Canada applicable in
British Columbia.
Based and relying upon the foregoing and subject to the qualifications and
limitations set out below, we are of the opinion that the Exchange Notes have
been duly authorized by the Company and each Canadian Guarantor and that when
the Exchange Notes are issued, executed and delivered by the Company and each
Canadian Guarantor pursuant to the terms and conditions of the Indenture, the
Exchange Notes will be validly executed and delivered by the Company and each
Canadian Guarantor.
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The opinions and advice expressed in this opinion letter are provided solely for
the benefit of the addressees in connection with the transactions contemplated
by the Registration Statement and may not be used or relied upon by the
addressees for any other purpose or by any other person for any purpose
whatsoever, in each case without our prior written consent.
We consent to the filing of this opinion letter as Exhibit 5.1 to the
Registration Statement and to the reference to our firm name under the headings
"Enforceability of Civil Liabilities", "Description of the Exchange Notes -
Enforceability of Judgments" and "Legal Matters" in the Prospectus. We do not,
by giving this consent or otherwise, concede that we are within the category of
persons whose consent is required by the Securities Act or the General Rules and
Regulations promulgated under the Securities Act, or that we are "experts" in
relation to any matters relating to the Indenture, the Outstanding Notes, the
Exchange Notes, the Exchange Offer, or the Registration Statement, other than
those matters governed by the laws of the Province of British Columbia and the
laws of Canada applicable in British Columbia.
Yours very truly,
/s/ LAWSON LUNDELL