EXHIBIT 5.1
March 24, 1999
Boise Cascade Corporation
1111 West Jefferson Street
P.O. Box 50
Boise, Idaho 83728-0001
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933,
as amended (the "Act"), by Boise Cascade Corporation, a Delaware corporation
(the "Company") of such indeterminate number or amount of (i) shares of Common
Stock , par value $2.50 per share (the "Common Stock"); (ii) shares of Preferred
Stock, no par value (the "Preferred Stock"), which may be issued in the form of
depositary shares (the "Depositary Shares") evidenced by depositary receipts
(the "Depositary Receipts") issued against deposit of Preferred Stock pursuant
to a Deposit Agreement to be entered into between the Company and a bank or
trust company selected by the Company (the "Deposit Agreement"); (iii) debt
securities (the "Debt Securities"); (iv) warrants to purchase the Common Stock,
Preferred Stock, Debt Securities or any combination of the above (the
"Warrants"); (v) stock purchase contracts to purchase a number of shares of
Common Stock or Preferred Stock (the "Purchase Contracts"); (vi) stock purchase
units (the "Units") each of which may consist of a Purchase Contract and Debt
Securities, Preferred Securities or debt obligations of third parties, including
U.S. Treasury securities; (vii) the guarantee by the Company of any Preferred
Securities issued by each Trust pursuant to a Guarantee Agreement to be executed
by the Company (the "Guarantees"); and (viii) shares of Common Stock and
Preferred Stock as may be issued upon conversion of or exchange for any Debt
Securities, Preferred Stock or Preferred Securities that provide for conversion
or exchange into other securities, or pursuant to the Purchase Contracts (the
"Additional Shares") and the registration of shares of Preferred Securities (the
"Preferred Securities") of Boise Cascade Trusts I, Boise Cascade Trust II and
Boise Cascade Trust III (collectively, the "Trusts") by the Trusts (the Common
Stock, Preferred Stock, Debt Securities, the Warrants, the Purchase Contracts,
the Units, the Guarantees, the Additional Shares and the Preferred Securities
are herein collectively referred to as the "Offered Securities"), I, as your
counsel, have examined such corporate records, certificates and other documents,
and such questions of law, as I have considered necessary or appropriate for the
purposes of this opinion.
In connection with this opinion, I have assumed that (i) the
Registration Statement, and any amendments thereto (including post-effective
amendments), relating to the Offered Securities (the "Registration Statement")
will have become effective under the Act; (ii) a Prospectus Supplement will have
been prepared and filed with the Commission describing the Offered Securities
offered thereby; (iii) all Offered Securities will be issued and sold in
compliance with applicable federal and state securities laws and in the manner
stated in the Registration Statement and the appropriate Prospectus Supplement;
and (iv) a definitive purchase, underwriting, sales agency or similar agreement
with respect to the Offered Securities will have been duly authorized and
Boise Cascade Corporation
March 24, 1999
Page 2
validly executed and delivered by the Company and/or the Trusts and the other
parties thereto.
Upon the basis of such examination, I advise you that, in my opinion:
1. The Company has been duly incorporated and is an existing
corporation in good standing under the laws of the state of Delaware.
2. When (i) the Board of Directors of the Company or, to the extent
permitted by the General Corporation Law of the State of Delaware, a duly
constituted and acting committee thereof (such Board of Directors or committee
being referred to herein as the "Board") has taken all necessary corporate
action to approve the issuance of and the terms of the offering of the shares of
Common Stock and related matters; and (ii) the shares of Common Stock have been
duly executed, countersigned and delivered by the Corporation upon purchase
therefor and payment in full therefor as contemplated by the Registration
Statement such shares of Common Stock (including any Common Stock duly issued
(x) upon the exercise of any Warrants exercisable for Common Stock, (y) upon the
conversion or exchange of any Offered Securities convertible or exchangeable
into Common Stock, or (z) pursuant to Purchase Contracts) will be validly
issued, fully paid and nonassessable.
3. When (i) a certificate of designation with respect to the
Preferred Stock of a particular series has been duly filed with the Secretary of
State of the State of Delaware; (ii) the terms of the Preferred Stock of such
series and of its issuance and sale have been duly established in conformity
with the Company's certificate of incorporation so as not to violate any
applicable law or result in a default or breach of any agreement or instrument
binding upon the Company and so as to comply with any requirement or restriction
imposed by any court or governmental body having jurisdiction over the Company;
and (iii) the Preferred Stock of such series has been duly issued and sold as
contemplated by the Registration Statement, the Preferred Stock of such series
will be validly issued, fully paid and nonassessable, and the Common Stock, when
duly issued in exchange for or upon conversion of the Preferred Stock of such
series will be validly issued, fully paid and nonassessable.
4. When (i) the Deposit Agreement has been duly authorized, executed
and delivered; (ii) the terms of the Depositary Shares and of their issue and
sale have been duly established in conformity with the Deposit Agreement so as
not to violate any applicable law or result in a default under or breach of any
agreement or instrument binding upon the Company and so as to comply with any
requirement or restriction imposed by any court or governmental body having
jurisdiction over the Company; and (iii) the Depositary Shares have been duly
executed and issued in accordance with the Deposit Agreement and issued and sold
as contemplated in the Registration Statement, the Depositary Shares will be
duly and validly issued and persons in whose names the Depositary Receipts
evidencing such Depositary Shares are registered will be entitled to the rights
specified therein and in the Deposit Agreement.
Boise Cascade Corporation
March 24, 1999
Page 3
5. When (i) the terms of the Debt Securities and of their issuance
and sale have been duly established in conformity with the applicable Indenture
so as not to violate any applicable law or result in a default under or breach
of any agreement or instrument binding upon the Company and so as to comply with
any requirement or restriction imposed by any court or governmental body having
jurisdiction over the Company; and (ii) the Debt Securities have been duly
executed and authenticated in accordance with the applicable Indenture and
issued and sold as contemplated in the Registration Statement, the Debt
Securities will constitute valid and legally binding obligations of the Company,
subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors' rights and to general equity principles.
6. When (i) the Board has taken all necessary corporate action to
approve the creation of and the issuance and terms of the Warrants, the terms of
the offering thereof and related matters; (ii) the warrant agreement relating to
the Warrants has been duly authorized and validly executed and delivered by the
Company and the warrant agent appointed by the Company; and (iii) the Warrants
or certificates representing the Warrants have been duly executed,
countersigned, registered and delivered in accordance with the applicable
definitive purchase, underwriting, sales agency or similar agreement approved by
the Board upon payment of the consideration therefore provided for therein, the
Warrants will be duly authorized and validly issued.
7. When (i) a Purchase Contract Agreement relating to the Purchase
Contracts (the "Purchase Contract Agreement") and Purchase Contracts have been
duly authorized and validly executed and delivered by the parties thereto; and
(ii) the Purchase Contracts have been duly executed and issued in accordance
with the Purchase Contract Agreement relating to such Purchase Contracts, such
Purchase Contracts will constitute valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms, except as such
enforcement is subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating to
or affecting creditors' rights and to general equity principles.
8. When (i) the Units, Purchase Contract Agreements relating to the
Purchase Contracts comprising a part of the Units and such Purchase Contracts
have been duly authorized and validly executed and delivered by the parties
thereto; and (ii) the Purchase Contracts have been duly executed and issued in
accordance with the Purchase Contract Agreement relating to such Purchase
Contracts, such Units will constitute valid and binding obligations of the
Company, enforceable against the Company in accordance with their terms, except
as such enforcement is subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating to
or affecting creditors' rights and to general equity principles.
9. When (i) the Guarantees have been duly authorized and validly
executed and delivered by the parties thereto; (ii) the applicable Guarantee
Agreement has been validly executed and delivered; and (iii) the Preferred
Securities of the Trusts have been
Boise Cascade Corporation
March 24, 1999
Page 4
duly issued and delivered by the applicable Trust as contemplated by the
Registration Statement and any Prospectus Supplement relating thereto, the
Guarantees will constitute valid and legally binding obligations of the Company,
enforceable against the Company in accordance with their terms, except as such
enforcement is subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating to
or affecting creditors' rights and to general equity principles.
The legality of the Preferred Securities to be issued by the Trusts
will be passed upon by Richards, Layton & Finger, P.A., special Delaware counsel
to the Trusts and the Company.
The foregoing opinion is limited to the Federal laws of the United
States and the General Corporation Law of the State of Delaware and I am
expressing no opinion as to the effect of the laws of any other jurisdiction.
I have relied as to certain matters on information obtained from public
officials, officers of the Company and other sources believed by me to be
responsible.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to me under the heading "Validity
of Offered Securities" in the Prospectus. In giving such consent, I do not
thereby admit that I am in the category of persons whose consent is required
under Section 7 of the Act.
Very truly yours,
/s/ John W. Holleran
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John W. Holleran