Exhibit 5
---------
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 Employee
Stock Purchase 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 1,500,000 shares of the Company's Common Stock, $1 par value
("Shares"), to be issued under the Company's 2000 Employee Stock Purchase Plan
("Plan"), together with rights related thereto.
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 1,500,000 Shares issuable under the Plan have been duly authorized
and reserved for issuance.
3. When the Shares are issued and sold by the Company as provided in the
Plan while the Registration Statement is effective, and when payment for the
Shares to the extent and in the manner required by the Plan and not less than
the par value thereof is received by the Company, the 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,
/s/ MILLER NASH LLP
