EXHIBIT 5.2
[Richards, Layton & Finger letterhead]
March 24, 1999
Boise Cascade Corporation
1111 West Jefferson Street
Boise, Idaho 83728-0001
Re: BOISE CASCADE TRUST I-III
Ladies and Gentlemen:
We have acted as special Delaware counsel for Boise Cascade
Corporation, a Delaware corporation (the "Company"), Boise Cascade Trust I, a
Delaware business trust ("Trust I"), Boise Cascade Trust II, a Delaware business
trust ("Trust II"), and Boise Cascade Trust III, a Delaware business trust
("Trust III") (Trust I, Trust II and Trust III are hereinafter collectively
referred to as the "Trusts" and sometimes hereinafter individually referred to
as a "Trust"), in connection with the matters set forth herein. At your request,
this opinion is being furnished to you.
For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:
(a) The Certificate of Trust of Trust I, as filed with the
office of the Secretary of State of the State of Delaware (the "Secretary of
State") on May 21, 1998;
(b) The Certificate of Trust of Trust II, as filed with the
Secretary of State on March 23, 1999;
(c) The Certificate of Trust of Trust III, as filed with the
Secretary of State on March 23, 1999;
Boise Cascade Corporation
March 24, 1999
Page 2
(d) The Trust Agreement of Trust I, dated as of
May 21, 1998, as amended and restated by the Amended and Restated Declaration of
Trust, dated as of March 22, 1999 among the Company and the trustees named
therein;
(e) The Declaration of Trust of Trust II, dated as of
March 22, 1999 among the Company and the trustees named therein;
(f) The Declaration of Trust of Trust III, dated as of
March 22, 1999 among the Company and the trustees named therein;
(g) The Registration Statement (the "Registration
Statement") on Form S-3, including a preliminary prospectus (the "Prospectus")
relating to the Preferred Securities of the Trusts representing preferred
undivided beneficial interests in the assets of the Trusts (each, a "Preferred
Security" and collectively, the "Preferred Securities"), filed by the Company
and the Trusts with the Securities and Exchange Commission;
(h) A form of Amended and Restated Declaration of Trust for
each of the Trusts, to be entered into between the Company, the trustees of the
Trust named therein, and the holders, from time to time, of the undivided
beneficial interests in the assets of such Trust (collectively, the "Declaration
of Trusts" and individually, a "Declaration of Trust"), attached as an exhibit
to the Registration Statement; and
(i) A Certificate of Good Standing for each of the Trusts,
dated March 24, 1999, obtained from the Secretary of State.
Initially capitalized terms used herein and not otherwise
defined are used as defined in the Declaration of Trusts.
For purposes of this opinion, we have not reviewed any
documents other than the documents listed in paragraphs (a) through (i) above.
In particular, we have not reviewed any document (other than the documents
listed in paragraphs (a) through (i) above) that is referred to in or
incorporated by reference into the documents reviewed by us. We have assumed
that there exists no provision in any document that we have not reviewed that is
inconsistent with the opinions stated herein. We have conducted no independent
factual investigation of our own but rather have relied solely upon the
foregoing documents, the statements and information set forth therein and the
additional matters recited or assumed herein, all of which we have assumed to be
true, complete and accurate in all material respects.
With respect to all documents examined by us, we have assumed
(i) the authenticity of all documents submitted to us as authentic originals,
(ii) the conformity with the originals of all documents submitted to us as
copies or forms, and (iii) the genuineness of all signatures.
Boise Cascade Corporation
March 24, 1999
Page 3
For purposes of this opinion, we have assumed (i) that each of
the Declaration of Trusts will constitute the entire agreement among the parties
thereto with respect to the subject matter thereof, including with respect to
the creation, operation and termination of the applicable Trust, and that the
Declaration of Trusts and the Certificates of Trust will be in full force and
effect and will not be amended, (ii) except to the extent provided in paragraph
1 below, the due organization or due formation, as the case may be, and valid
existence in good standing of each party to the documents examined by us under
the laws of the jurisdiction governing its organization or formation, (iii) the
legal capacity of natural persons who are parties to the documents examined by
us, (iv) that each of the parties to the documents examined by us has the power
and authority to execute and deliver, and to perform its obligations under, such
documents, (v) the due authorization, execution and delivery by all parties
thereto of all documents examined by us, (vi) the receipt by each Person to whom
a Preferred Security is to be issued by the Trusts (collectively, the "Preferred
Security Holders") of a Preferred Security Certificate for such Preferred
Security and the payment for such Preferred Security, in accordance with the
Declaration of Trusts and the Registration Statement, and (vii) that the
Preferred Securities are authenticated, issued and sold to the Preferred
Security Holders in accordance with the Declaration of Trusts and the
Registration Statement. We have not participated in the preparation of the
Registration Statement or the Prospectus and assume no responsibility for their
contents.
This opinion is limited to the laws of the State of Delaware
(excluding the securities laws of the State of Delaware), and we have not
considered and express no opinion on the laws of any other jurisdiction,
including federal laws and rules and regulations relating thereto. Our opinions
are rendered only with respect to Delaware laws and rules, regulations and
orders thereunder which are currently in effect.
Based upon the foregoing, and upon our examination of such
questions of law and statutes of the State of Delaware as we have considered
necessary or appropriate, and subject to the assumptions, qualifications,
limitations and exceptions set forth herein, we are of the opinion that:
1. Each of the Trusts has been duly created and is validly
existing in good standing as a business trust under the Business Trust Act.
2. The Preferred Securities of each Trust will represent
valid and, subject to the qualifications set forth in paragraph 3 below, fully
paid and nonassessable undivided beneficial interests in the assets of the
applicable Trust.
3. The Preferred Security Holders, as beneficial owners of
the applicable Trust, will be entitled to the same limitation of personal
liability extended to stockholders of
Boise Cascade Corporation
March 24, 1999
Page 4
private corporations for profit organized under the General Corporation Law of
the State of Delaware. We note that the Preferred Security Holders may be
obligated to make payments as set forth in the Declaration of Trust.
We consent to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to the Registration Statement. We hereby
consent to the use of our name under the heading "Legal Matters" in the
Prospectus. In giving the foregoing consents, we do not thereby admit that we
come within the category of persons 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,
/s/ Richards, Layton & Finger, P.A.
EAM