Exhibit 5
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MILLER NASH LLP
ATTORNEYS AT LAW
3500 U.S. Bancorp Tower
111 S.W. Fifth Avenue
Portland, Oregon 97204-3699
(503) 224-5858
(503) 224-0155 fax
October 31, 2000
Louisiana-Pacific Corporation
111 S.W. Fifth Avenue
Portland, Oregon 97204
Subject: Registration Statement on Form S-8 Relating to 2000
Non-Employee Director Restricted Stock Plan
Gentlemen:
Reference is made to the Registration Statement on Form S-8
("Registration Statement") to be filed by Louisiana-Pacific Corporation, a
Delaware corporation (the "Company"), with the Securities and Exchange
Commission for the purpose of registering under the Securities Act of 1933, as
amended (the "Securities Act"), an aggregate of 200,000 shares of the
Company's Common Stock, $1 par value ("Shares"), issued or to be issued under
the Company's 2000 Non-Employee Director Restricted Stock Plan ("Plan").
We have examined originals or copies, certified or otherwise identified
to our satisfaction, of such corporate records, certificates of public
officials, and other documents as we have deemed necessary or relevant as a
basis for the opinion set forth herein.
Based on the foregoing, it is our opinion that:
1. The Plan has been duly adopted and approved by all necessary
corporate action.
2. The 200,000 Shares issuable under the Plan have been duly
authorized and reserved for issuance.
3. Of the Shares issuable under the Plan, 13,925 Shares have been
legally issued and are fully paid and nonassessable as of the date hereof,
subject to forfeiture as provided in the Plan.
4. When the 186,075 Shares remaining available for issuance under the
Plan as of the date hereof, together with any Shares subject to outstanding
awards under the Plan that are forfeited under the terms of the Plan following
the date hereof, are issued by the Company as provided in the Plan while the
Registration Statement is effective, such Shares will be legally issued, fully
paid and nonassessable.
We consent to the use of this opinion in the Registration Statement and
in any amendments thereof. In giving this consent, we do not thereby admit
that we are in the category of persons whose consent is required under Section
7 of the Securities Act.
Very truly yours,
MILLER NASH LLP
