INDEX TO EXHIBITS
4.1 Articles Fourth, Fifth, Seventh, Eighth, Ninth, and Tenth of the
registrant's Restated Certificate of Incorporation, defining the rights
of holders of Common Stock. Incorporated by reference to Exhibit 3(a)
to the registrant's Form 10-Q report for the quarter ended June 30,
1993.
4.2 Article I, Article II, Sections 2 and 11, Article IV, Article VII and
Article X of the registrant's Bylaws, as amended, defining the rights
of holders of Common Stock. Incorporated by reference to Exhibit 3 to
the registrant's Form 10-Q report for the quarter ended March 31, 1998.
4.3 Rights Agreement, dated as of May 26, 1998, between the registrant and
First Chicago Trust Company of New York, as Rights Agent, including the
form of Right Certificate as Exhibit A and the Summary of Rights to
Purchase Preferred Shares as Exhibit B. Incorporated by reference to
Exhibit 1 to the registrant's Registration on Form 8-A filed May 26,
1998.
5 Opinion of Miller, Nash, Wiener, Hager & Carlsen LLP as to the legality
of the securities being registered.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Miller, Nash, Wiener, Hager & Carlsen LLP (included in
Exhibit 5).
24 Power of attorney of certain officers and directors.
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Other exhibits listed in Item 601 to Regulation S-K are not applicable.
- II-5 -
Exhibit 5
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MILLER, NASH, WIENER, HAGER & CARLSEN LLP
ATTORNEYS AT LAW
3500 U. S. BANCORP TOWER
111 S.W. FIFTH AVENUE
PORTLAND, OREGON 97204-3699
TELEPHONE (503) 224-5858
FACSIMILE (503) 224-0155
May 27, 1998
Louisiana-Pacific Corporation
111 S.W. Fifth Avenue
Portland, Oregon 97204
Subject: Registration Statement on Form S-8 Relating to 1997
Incentive Stock Award 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 ("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 5,000,000 shares of the Company's Common
Stock, $1 par value ("Shares"), to be issued under the Company's 1997 Incentive
Stock Award Plan ("Plan"), together with options and other 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 and when the options and other rights thereunder have been
granted in accordance with the Plan, such options and other rights will have
been legally issued.
2. The 5,000,000 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,
MILLER, NASH, WIENER, HAGER & CARLSEN LLP
Exhibit 23.1
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INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Louisiana-Pacific Corporation on Form S-8 of our report dated February 6, 1998,
appearing in Amendment No. 1 to the Annual Report on Form 10-K/A of
Louisiana-Pacific Corporation for the year ended December 31, 1997.
DELOITTE & TOUCHE LLP
May 27, 1998
Exhibit 23.2
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our reports
(and to all references to our firm) included in or made a part of this
Registration Statement on Form S-8 related to the Louisiana-Pacific Corporation
1997 Incentive Stock Award Plan.
ARTHUR ANDERSEN LLP
Portland, Oregon,
May 27, 1998
Exhibit 24
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POWER OF ATTORNEY
Each person whose signature appears below designates and appoints
CURTIS M. STEVENS and ANTON C. KIRCHHOF, JR., and both of them, his or her true
and lawful attorneys-in-fact and agents to sign a registration statement on Form
S-8 to be filed by Louisiana-Pacific Corporation, a Delaware corporation, with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, for the purpose of registering 5,000,000 shares of common stock of
Louisiana-Pacific Corporation, to be issued pursuant to the Louisiana-Pacific
Corporation 1997 Incentive Stock Award Plan, together with any and all
amendments (including post-effective amendments) to the registration statement.
Each person whose signature appears below also grants full power and authority
to these attorneys-in-fact and agents to take any action and execute any
instruments that they deem necessary or desirable in connection with the
preparation and filing of the registration statement, as fully as he could do in
person, hereby ratifying and confirming all that the attorneys-in-fact and
agents or their substitutes may lawfully do or cause to be done.
IN WITNESS WHEREOF, this power of attorney has been executed by each of
the undersigned as of the 3rd day of May, 1998.
Signature Title
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/s/ Mark A. Suwyn
Mark A. Suwyn Chief Executive Officer, Chairman of the Board
/s/ Curtis M. Stevens
Curtis M. Stevens Vice President, Treasurer and Chief Financial
Officer
/s/ William C. Brooks
William C. Brooks Director
/s/ Archie W. Dunham
Archie W. Dunham Director
/s/ Pierre S. du Pont IV
Pierre S. du Pont IV Director
/s/ William E. Flaherty
William E. Flaherty Director
/s/ Bonnie G. Hill
Bonnie G. Hill Director
/s/ Donald R. Kayser
Donald R. Kayser Director
/s/ Lee C. Simpson
Lee C. Simpson Director
/s/ Charles E. Yeager
Charles E. Yeager Director
