Stikeman Elliot
Direct: (514) 397-3061
Fax: (514) 397-3415
E-mail: [email protected]
September 22, 2000
REPAP ENTERPRISES INC.
300 Atlantic Street
Suite 200
Stamfort, CT 06901
Attention: Mr. Terry McBride
Dear Sir:
Re: Issue of common shares pursuant to the
1987 Directors, Officers and Employees Stock Option Plan,
as amended.
Our file: 035208-1013
In connection with the registration under the Securities Act of
1933 (the "Act") of 60,895,000 common shares (the "Securities") of Repap
Enterprises Inc., a corporation incorporated under the Canada Business
Corporations Act (the "Company"), offered or to be offered to certain
directors, officers and employees pursuant to the Company's 1987 Directors,
Officers and Employees Stock Option Plan (the "Plan"), as amended, we, as your
Canadian counsel, have examined such corporate records, certificates and other
documents, and such questions of law, as we have considered necessary or
appropriate for the purposes of this opinion.
In our examination of such documents, we have assumed the capacity of
all individuals, the genuineness of all signatures and the authenticity of all
documents submitted to us as originals of such documents and the conformity to
original documents of all documents submitted to us as copies, certified copies
or facsimiles thereof.
The opinion hereinafter expressed is limited to matters governed by the
laws of the Province of Quebec and the federal laws of Canada applicable
therein.
Based upon and relying on the foregoing and subject to the
qualifications hereinabove expressed, we are of the opinion that:
1. The Company has the corporate power and authority to create, issue, sell
and deliver the Securities to be issued by the Company pursuant to the Plan
and has taken all necessary corporate action in connection therewith.
2. The issue and sale by the Company of the Securities pursuant to the Plan
have been duly authorized by the Company and do not conflict with the
constating documents or by-laws of the Company.
3. Upon payment of the exercise price thereof, the Securities shall be validly
issued and outstanding as fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-8 relating to the Securities. In giving such
consent, we do not thereby admit that we are in the category of persons whose
consent is required under Section 7 of the Act.
Very truly yours,
(S) Stikeman Elliott
PAR/am