OPINION AND CONSENT OF GIBSON, DUNN & CRUTCHER LLP
[LETTERHEAD OF GIBSON, DUNN & CRUTCHER LLP APPEARS HERE]
August 18, 2000
Building Materials Holding Corporation
One Market Plaza
Steuart Tower, Suite 2650
San Francisco, CA 94105
Ladies and Gentlemen:
Re: Registration Statement on Form S-8
We refer to your registration on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended, of 1,100,000 shares of
Common Stock of Building Materials Holding Corporation (the "Company") under the
Company's 2000 Stock Incentive Plan. We advise you that, in our opinion, when
such shares have been issued and sold pursuant to the applicable provisions of
the Company's 2000 Stock Incentive Plan and in accordance with the Registration
Statement, such shares will be validly issued, fully paid and nonassessable
shares of the Company's Common Stock.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
\s\ GIBSON, DUNN & CRUTCHER LLP
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GIBSON, DUNN & CRUTCHER LLP
