EXHIBIT 1(a)
WEYERHAEUSER COMPANY
(a Washington corporation)
UNDERWRITING AGREEMENT
STANDARD PROVISIONS (DEBT)
From time to time, Weyerhaeuser Company, a Washington corporation (the
"Company"), may enter into one or more underwriting agreements that provide for
the sale of designated securities to the several underwriters named therein.
The standard provisions set forth herein may be incorporated by reference in any
such underwriting agreement (an "Underwriting Agreement"). The Underwriting
Agreement, including the provisions incorporated therein by reference, is herein
referred to as this Agreement. Unless otherwise defined herein, terms defined
in the Underwriting Agreement are used herein as therein defined.
I.
The Company proposes to issue from time to time debt securities (the
"Securities") to be issued pursuant to the provisions of the Indenture dated as
of April 1, 1986, (the "Indenture") between the Company and Chemical Bank, as
Trustee. The Securities will have varying designations, maturities, rates and
times of payment of interest, selling prices, redemption terms and other terms.
The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement including a prospectus relating to the
Securities and has filed with, or mailed for filing to, the Commission a
prospectus supplement or supplements specifically relating to the Offered
Securities pursuant to Rule 424 under the Securities Act of 1933. The term
Registration Statement means the registration statement as amended to the date
of the Underwriting Agreement. The term Basic Prospectus means the prospectus
relating to the Registration Statement in the form first filed with the
Commission pursuant to Rule 424(b) or (c) in connection with the offering of the
Offered Securities. The term Prospectus means the Basic Prospectus together
with the prospectus supplement (other than a preliminary prospectus supplement)
specifically relating to the Offered Securities as filed with, or mailed for
filing to, the Commission pursuant to Rule 424. The term preliminary prospectus
means any preliminary form of the Prospectus used in connection with the
offering of the Offered Securities. As used herein, the terms "Registration
Statement", "Basic Prospectus", "Prospectus" and "preliminary prospectus" shall
include, in each case, the material, if any, incorporated by reference therein.
The term Underwriters' Securities means the Offered Securities to be
purchased by the Underwriters herein. The term Contract Securities means the
Offered Securities, if any, to be purchased pursuant to the delayed delivery
contracts referred to below.
II.
If the Prospectus provides for sales of Offered Securities pursuant to
delayed delivery contracts, the company hereby authorizes the Underwriters to
solicit offers to purchase Contract Securities on the terms and subject to the
conditions set forth in the Prospectus pursuant to delayed delivery contracts
substantially in the form of Schedule I attached hereto ("Delayed Delivery
Contracts") but with such changes therein as the Company may authorize or
approve. Delayed Delivery Contracts are to be with institutional investors
approved by the Company and of the types set forth in the Prospectus. On the
Closing Date (as hereinafter defined), the Company will pay the Manager as
compensation, for the accounts of the Underwriters, the fee set forth in the
Underwriting Agreement in respect of the Contract Securities. The Underwriters
will not have any responsibility in respect of the validity or the performance
of Delayed Delivery Contracts.
If the Company executes and delivers Delayed Delivery Contracts with
institutional investors, the Contract Securities shall be deducted from the
Offered Securities to be purchased by the several Underwriters and the aggregate
principal amount of Offered Securities to be purchased by each Underwriter shall
be reduced pro rata in proportion to the principal amount of Offered Securities
set forth opposite each Underwriter's name in the Underwriting Agreement, except
to the extent that the Manager determines that such reduction shall be otherwise
and so advises the Company.
III.
The Company is advised by the Manager that the Underwriters propose to
make a public offering of their respective portions of the Underwriters'
Securities as soon after this Agreement is entered into as in the Manager's
judgment is advisable. The terms of the public offering of the Underwriters'
Securities are set forth in the Prospectus.
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IV.
Payment for the Underwriters' Securities shall be made by certified or
official bank check or checks payable to the order of the Company in New York
Clearing House funds at the time and place set forth in the Underwriting
Agreement, upon delivery to the Manager for the respective accounts of the
several Underwriters of the Underwriters' Securities registered in such names
and in such denominations as the Manager shall request in writing not less than
two full business days prior to the date of delivery. The time and date of such
payment and delivery with respect to the Underwriters' Securities are herein
referred to as the Closing Date.
V.
The several obligations of the Underwriters hereunder are subject to
the following conditions:
(a) (i) subsequent to the execution and delivery of the Underwriting
Agreement and prior to the Closing Date, there shall not have been any
downgrading, nor any notice given of any intended or potential downgrading
or of a possible change that does not indicate the direction of the
possible change, in the rating accorded any of the Company's securities by
any "nationally recognized statistical rating organization," as such term
is defined for purposes of Rule 436(g)(2) under the Securities Act;
(ii) there shall not have occurred any change, or any development
involving a prospective change, in the condition, financial or otherwise,
or in the earnings, business or operations, of the Company and its
subsidiaries, taken as a whole, from that set forth in the Prospectus,
that, in the judgment of the Manager, is material and adverse and that
makes it, in the judgment of the Manager, impracticable to market the
Offered Securities on the terms and in the manner contemplated in the
Prospectus; and
(iii) the Manager shall have received on the Closing Date a
certificate, dated the Closing Date and signed by an executive officer of
the Company, to the effect set forth in clause (i)
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above and to the effect that the representations and warranties of the
Company contained in this Agreement are true and correct as of the Closing
Date and that the Company has complied with all of the agreements and
satisfied all of the conditions on its part to be performed or satisfied on
or before the Closing Date.
The officer signing and delivering such certificate may rely upon the
best of his knowledge as to proceedings threatened.
(b) The Manager shall have received on the Closing Date an opinion of
Xxxx X. Xxxxxxxxx, Secretary and Counsel of the Company or other counsel
satisfactory to the Manager, dated the Closing Date, to the effect set
forth as Exhibit A.
(c) The Manager shall have received on the Closing Date an opinion of
Xxxxx Xxxx & Xxxxxxxx, counsel for the Underwriters, dated the Closing
Date, to the effect set forth as Exhibit B.
(d) The Manager shall have received on the Closing Date, a letter
dated the Closing Date in form and substance satisfactory to the Manager,
from Xxxxxx Xxxxxxxx & Co., independent public accountants, containing
statements and information of the type ordinarily included in accountants'
"comfort letters" to underwriters with respect to the financial statements
and certain financial information contained in or incorporated by reference
into the Registration Statement and the Prospectus.
VI.
In further consideration of the agreements of the Underwriters
contained in this Agreement, the Company covenants as follows:
(a) To furnish the Manager, without charge, three signed copies of
the Registration Statement including exhibits and materials, if any,
incorporated by reference therein and, during the period mentioned in
paragraph (c) below, as many copies of the Prospectus, any documents
incorporated by reference therein and any supplements and amend-
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ments thereto as the Manager may reasonably request. The terms "supplement"
and "amendment" or "amend" as used in this Agreement with respect to the
Registration Statement or Prospectus shall include all documents filed by
the Company with the Commission subsequent to the date of the Basic
Prospectus, pursuant to the Securities Exchange Act of 1934, which are
deemed to be incorporated by reference in the Registration Statement and
Prospectus.
(b) Before amending or supplementing the Registration Statement or
the Prospectus with respect to the Offered Securities, to furnish the
Manager a copy of each such proposed amendment or supplement.
(c) If, during such period after the first date of the public
offering of the Offered Securities as in the opinion of counsel for the
Underwriters the Prospectus is required by law to be delivered with respect
thereto, any event shall occur as a result of which it is necessary to
amend or supplement the Prospectus in order to make the statements therein,
in the light of the circumstances when the Prospectus is delivered to a
purchaser, not misleading, or if it is necessary to amend or to supplement
the Prospectus to comply with law, forthwith to prepare and furnish, at its
own expense, to the Underwriters, either amendments or supplements to the
Prospectus so that the statements in the Prospectus as so amended or
supplemented will not, in the light of the circumstances when the
Prospectus is delivered to a purchaser, be misleading or so that the
Prospectus will comply with law.
(d) To qualify the Offered Securities for offer and sale under the
securities or Blue Sky laws of such jurisdictions as the Manager shall
reasonably request and to pay all expenses (including reasonable fees and
disbursements of counsel) in connection with such qualification and in
connection with the determination of the eligibility of the Offered
Securities for investment under the laws of such jurisdiction as the
Manager may designate.
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(e) To make generally available to the Company's security holders as
soon as practicable an earnings statement covering a twelve-month period
beginning after the date of the Underwriting Agreement, which shall satisfy
the provisions of Section 11(a) of the Securities Act of 1933 and the
applicable rules and regulations of the Commission thereunder.
(f) During the period beginning on the date of the Underwriting
Agreement and continuing to and including the Closing Date not to offer,
sell, contract to sell or otherwise dispose of any debt securities of the
Company substantially similar to the Offered Securities without the prior
written consent of the Manager.
VII.
The Company represents and warrants to each Underwriter that (i) each
document, if any, filed or to be filed pursuant to the Securities Exchange Act
of 1934 and incorporated by reference in the Prospectus complied or will comply
when so filed in all material respects with such Act and the applicable rules
and regulations thereunder, (ii) each part of the registration statement
(including the documents incorporated by reference therein), filed with the
Commission pursuant to the Securities Act of 1933 relating to the Securities,
when such part became effective under the Securities Act of 1933 did not contain
any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading, (iii) each preliminary prospectus, if any, filed pursuant to Rule
424 under the Securities Act of 1933 complied when so filed in all material
respects with such Act and the applicable rules and regulations thereunder, (iv)
the Registration Statement and the Prospectus comply and, as amended or
supplemented, if applicable, will comply in all material respects with the
Securities Act of 1933 and the applicable rules and regulations thereunder and
(v) the Registration Statement and the Prospectus do not contain and, as amended
or supplemented, if applicable, will not contain any untrue statement of a
material fact or omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; except that these representations and warranties do not
apply to statements or omissions in the Registration Statement, any preliminary
prospectus or the
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Prospectus based upon information furnished to the Company in writing by any
Underwriter expressly for use therein.
The Company agrees to indemnify and hold harmless each Underwriter and
each person, if any, who controls such Underwriter within the meaning of either
Section 15 of the Securities Act of 1933 or Section 20 of the Securities
Exchange Act of 1934, from and against any and all losses, claims, damages and
liabilities caused by any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement, any preliminary
prospectus or the Prospectus (if used within the period set forth in paragraph
(c) of Article VI hereof and as amended or supplemented if the Company shall
have furnished any amendments of supplements thereto), or caused by any omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, except
insofar as such losses, claims, damages or liabilities are caused by any such
untrue statement or omission or alleged untrue statement or omission based upon
information furnished in writing to the Company by any Underwriter expressly for
use therein.
Each Underwriter agrees to indemnify and hold harmless the Company,
its directors, its officers who sign the Registration Statement and any person
controlling the Company to the same extent as the foregoing indemnity from the
Company to each Underwriter, but only with reference to information relating to
such Underwriter furnished in writing by such Underwriter expressly for use in
the Registration Statement, any preliminary prospectus or the Prospectus.
In case any proceeding (including any governmental investigation)
shall be instituted involving any person in respect of which indemnity may be
sought pursuant to either of the two preceding paragraphs, such person (the
"indemnified party") shall promptly notify the person against whom such
indemnity may be sought (the "indemnifying party") in writing and the
indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding and
shall pay the fees and disbursements of such counsel related to such proceeding.
In any such proceeding, any indemnified party shall have the right to retain its
own counsel, but the fees and expenses of such counsel shall be at the expense
of such indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel
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or (ii) the named parties to any such proceeding (including any impleaded
parties) include both the indemnifying party and the indemnified party and
representation of both parties by the same counsel would be inappropriate due to
actual or potential differing interests between them. It is understood that the
indemnifying party shall not, in connection with any proceeding or related
proceedings in the same jurisdiction, be liable for the reasonable fees and
expenses of more than one separate firm (in addition to any local counsel) for
all such indemnified parties, and that all such fees and expenses shall be
reimbursed as they are incurred. Such firm shall be designated in writing by the
Manager in the case of parties indemnified pursuant to the second preceding
paragraph and by the Company in the case of parties indemnified pursuant to the
first preceding paragraph. The indemnifying party shall not be liable for any
settlement of any proceeding effected without its written consent but if settled
with such consent or if there be a final judgment for the plaintiff, the
indemnifying party agrees to indemnify the indemnified party from and against
any loss or liability by reason of such settlement or judgment. No indemnifying
party shall, without the prior written consent of the indemnified party, effect
any settlement of any pending or threatened proceeding in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party, unless such settlement includes an
unconditional release of such indemnified party from all liability on claims
that are the subject matter of such proceeding.
If the indemnification provided for in this Article VII is unavailable
to an indemnified party under the second or third paragraphs hereof or
insufficient in respect of any losses, claims, damages or liabilities referred
to therein, then each indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (i)
in such proportion as is appropriate to reflect the relative benefits received
by the Company on the one hand and the Underwriters on the other from the
offering of the Offered Securities or (ii) if the allocation provided by clause
(i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the Company on the one hand and of the
Underwriters on the other in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities, as well as any other
relevant equitable considerations. The relative benefits received by the
Company on the one hand and the Underwriters
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on the other in connection with the offering of the Offered Securities shall be
deemed to be in the same proportions as the total net proceeds from the offering
of such Offered Securities (before deducting expenses) received by the Company
bear to the total underwriting discounts and commissions received by the
Underwriters in respect thereof. The relative fault of the Company on the one
hand and of the Underwriters on the other shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to
information supplied by the Company or by the Underwriters and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.
The Company and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this Article VII were determined by pro
rata allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to in the immediately preceding paragraph.
The amount paid or payable by an indemnified party as a result of the losses,
claims, damages and liabilities referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses (including expenses of local counsel)
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. Notwithstanding the provisions of this
Article VII, no Underwriter shall be required to contribute any amount in excess
of the amount by which the total price at which the Offered Securities
underwritten and distributed to the public by such Underwriter were offered to
the public exceeds the amount of any damages which such Underwriter has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act of
1933) shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation. The Underwriters' obligations to contribute
pursuant to this Article VII are several, in proportion to the respective
principal amounts of Offered Securities purchased by each of such Underwriters,
and not joint.
The indemnity and contribution agreements contained in this Article
VII and the representations and warranties of the Company in this Agreement
shall remain operative and in
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full force and effect regardless of (i) any termination of this Agreement, (ii)
any investigation made by any Underwriter or on behalf of any Underwriter or any
person controlling any Underwriter or by or on behalf of the Company, its
directors or officers or any person controlling the Company and (iii) acceptance
of and payment for any of the Offered Securities.
VIII.
This Agreement shall be subject to termination in the Manager's
absolute discretion, by notice given to the Company, if (a) after the execution
and delivery of the Underwriting Agreement and prior to the Closing Date (i)
trading generally shall have been suspended or materially limited on or by, as
the case may be, any of the New York Stock Exchange, the American Stock
Exchange, the National Association of Securities Dealers, Inc., the Chicago
Board of Options Exchange, the Chicago Mercantile Exchange or the Chicago Board
of Trade, (ii) trading of any securities of the Company shall have been
suspended on any exchange or in any over-the-counter market, (iii) a general
moratorium on commercial banking activities in New York shall have been declared
by either Federal or New York State authorities, or (iv) there shall have
occurred any outbreak or escalation of hostilities or any change in financial
markets or any calamity or crisis that, in the judgment of the Manager, is
material and adverse and (b) in the case of any of the events specified in
clauses (a) (i) through (iv), such event, singly or together with any other such
event, makes it, in the judgment of the Manager, impracticable to market the
Offered Securities on the terms and in the manner contemplated in the
Prospectus.
IX.
If, on the Closing Date, any one or more of the Underwriters shall
fail or refuse to purchase Offered Securities which it or they have agreed to
purchase hereunder on such date, and the aggregate principal amount of Offered
Securities which such defaulting Underwriter or Underwriters agreed but failed
or refused to purchase is not more than one-tenth of the aggregate principal
amount of the Offered Securities to be purchased on such date, the other
Underwriters shall be obligated severally in the proportions which the principal
amount of Offered Securities set forth opposite their names in the Underwriting
Agreement pursuant to which the Offered Securities are being purchased bear to
the
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aggregate principal of Offered Securities set forth opposite the names of all
such non-defaulting Underwriters, or in such other proportions as the Manager
may specify, to purchase the Offered Securities which such defaulting
Underwriter or Underwriters agreed but failed or refused to purchase on such
date; provided, however, that in no event shall the principal amount of Offered
Securities which any Underwriter has agreed to purchase pursuant to such
Underwriting Agreement be increased pursuant to this Article IX by an amount in
excess of one-ninth of such principal amount of Offered Securities without the
written consent of such Underwriter. If, on the Closing Date, any Underwriter or
Underwriters shall fail or refuse to purchase Offered Securities and the
aggregate principal amount of Offered Securities with respect to which such
default occurs is more than one-tenth of the aggregate principal amount of
Offered Securities to be purchased on such date, and arrangements satisfactory
to the Manager and the Company for the purchase of such Offered Securities are
not made within 36 hours after such default, this Agreement will terminate
without liability on the part of any non-defaulting Underwriter or the Company.
In any such case the non-defaulting Underwriters shall have the right to
postpone the Closing Date, but in no event for longer than seven days, in order
that the required changes, if any, in the Registration Statement and in the
Prospectus or in any other documents or arrangements may be effected. Any action
taken under this paragraph shall not relieve any defaulting Underwriter from
liability in respect of any default of such Underwriter under this Agreement.
If this Agreement shall be terminated by the Underwriters or any of
them, because of any failure or refusal on the part of the Company to comply
with the terms or to fulfill any of the conditions of this Agreement or if for
any reason the Company shall be unable to perform its obligations under this
Agreement, the Company will reimburse the Underwriters or such Underwriters as
have so terminated this Agreement, with respect to themselves, severally, for
all out-of-pocket expenses (including the fees and disbursements of their
counsel) reasonably incurred by such Underwriters in connection with the Offered
Securities.
This Agreement may be signed in any number of counterparts, each of
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument.
This Agreement shall be governed by and construed in accordance with
the laws of the State of New York.
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SCHEDULE I
DELAYED DELIVERY CONTRACT
, 1982
Dear Sirs:
The undersigned hereby agrees to purchase from Weyerhaeuser Company, a
Washington corporation (the "Company"), and the Company agrees to sell to the
undersigned
$ . . . . . . . . . . . .
principal amount of the Company's [state title of issue] (the "Securities"),
offered by the Company's prospectus dated ________________, 1982 and Prospectus
Supplement dated _______________, 1982, receipt of copies of which are hereby
acknowledged, at a purchase price of ___% of the principal amount thereof plus
accrued interest and on the further terms and conditions set forth in this
contract. The undersigned does not contemplate selling Securities prior to
making payment therefor.
The undersigned will purchase from the Company Securities in the
principal amounts and on the delivery dates set forth below:
Delivery Principal Plus Accrued
Date Amount Interest From:
------ ------ -------------
________________________ $ ______________ _________________
________________________ $ ______________ _________________
________________________ $ ______________ _________________
Each such date on which Securities are to be purchased hereunder is hereinafter
referred to as a "Delivery Date".
Payment for the Securities which the undersigned has agreed to
purchase on each Delivery Date shall be made to the Company or its order by
certified or official bank check in New York Clearing House funds at the office
of
________________________, New York, N.Y., at 10:00 A.M. (New York time) on
the Delivery Date, upon delivery to the undersigned of the Securities to be
purchased by the undersigned on the Delivery Date, in such denominations and
registered in such names as the undersigned may designate by written or
telegraphic communication addressed to the Company not less than five full
business days prior to the Delivery Date.
The obligation of the undersigned to take delivery of and make payment
for the Securities on the Delivery Date shall be subject to the conditions that
(1) the purchase of Securities to be made by the undersigned shall not at the
time of delivery be prohibited under the laws of the jurisdiction to which the
undersigned is subject and (2) the Company shall have sold, and delivery shall
have taken place to the underwriters (the "Underwriters") named in the
Prospectus Supplement referred to above of, such part of the Securities as is to
be sold to them. Promptly after completion of sale and delivery to the
Underwriters, the Company will mail or deliver to the undersigned at its address
set forth below notice to such effect, accompanied by a copy of the opinion of
counsel for the Company delivered to the Underwriters in connection therewith.
Failure to take delivery of and make payment for Securities by any
purchaser under any other Delayed Delivery Contract shall not relieve the
undersigned of its obligations under this contract.
This contract will inure to the benefit of and be binding upon the
parties hereto and their respective successors, but will not be assignable by
either party hereto without the written consent of the other.
If this contract is acceptable to the Company, it is requested that
the Company sign the form of acceptance below and mail or deliver one of the
counterparts hereof to the undersigned at its address set forth below. This will
become a binding contract, as of the date first above written, between the
Company and the undersigned when such counterpart is so mailed or delivered.
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This contract shall be governed by and construed in accordance with
the laws of the State of New York.
Yours very truly,
__________________________
(Purchaser)
By_________________________
_________________________
(Title)
_________________________
_________________________
(Address)
Accepted:
Weyerhaeuser Company
By_________________________
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PURCHASER--PLEASE COMPLETE AT TIME OF SIGNING
The name and telephone and department of the representative of the
Purchaser with whom details of delivery on the Delivery Date may be discussed is
as follows: (Please print.)
Telephone No.
Name (Including Area Code) Department
---- --------------------- ----------
_______________________ ______________________ __________________
_______________________ ______________________ __________________
_______________________ ______________________ __________________
_______________________ ______________________ __________________
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EXHIBIT A
Opinion of Xxxx X. Xxxxxxxxx,
Secretary and Counsel to the Company
The opinion of Xxxx X. Xxxxxxxxx, Secretary and Counsel to the
Company, to be delivered pursuant to Article V, paragraph (b) of the document
entitled Weyerhaeuser Company Underwriting Agreement Standard Provisions (Debt)
shall be to the effect that:
(i) the Company has been duly incorporated, is validly existing as a
corporation in good standing under the laws of the State of Washington and
is duly qualified to transact business and is in good standing in each
other state of the United States in which the conduct of its business or
the ownership or leasing of property requires such qualification,
(ii) the Indenture has been duly authorized, executed and delivered by
the Company and is a valid and binding agreement of the Company and has
been duly qualified under the Trust Indenture Act of 1939,
(iii) the Offered Securities have been duly authorized, and when
executed and authenticated in accordance with the provisions of the
Indenture and delivered to and paid for by the Underwriters or by
institutional investors, if any, pursuant to Delayed Delivery Contracts,
will be valid and binding obligations of the Company in accordance with
their terms,
(iv) the Underwriting Agreement has been duly authorized, executed and
delivered by the Company and is a valid and binding agreement of the
Company except as rights to indemnity and contribution thereunder may be
limited by applicable law,
(v) the Delayed Delivery Contracts, if any, have been duly
authorized, executed and delivered by the Company and are valid and binding
agreements of the Company,
(vi) the execution, delivery and performance of the Underwriting
Agreement and the sale of the Offered Securities by the Company as provided
therein will not result in any violation of any
provisions of applicable law or the articles of incorporation or bylaws of
the Company or of any indenture, mortgage or other agreement known to such
counsel to which the Company or any of its subsidiaries is bound, and no
consent, approval or authorization of any governmental body is required,
except such as are specified and have been obtained,
(vii) the statements in the Prospectus under "Description of the Debt
Securities", "Plan of Distribution", "Underwriting" and [other sections],
insofar as such statements constitute a summary of the documents or
proceedings referred to therein, fairly present the information called for
with respect to such documents and proceedings and
(viii) such counsel (1) is of the opinion that each document, if any,
filed pursuant to the Securities Exchange Act of 1934 (except as to
financial statements and schedules contained therein, as to which such
counsel need not express any opinion) and incorporated by reference in the
Prospectus complied when so filed as to form in all material respects with
such Act and the rules and regulations thereunder, (2) is of the opinion
that the Registration Statement and Prospectus, as amended or supplemented,
if applicable (except as to financial statements and schedules contained
therein, as to which such counsel need not express any opinion) comply as
to form in all material respects with the Securities Act of 1933 and the
rules and regulations thereunder, (3) believes that (except for the
financial statements and schedules contained therein, as to which such
counsel need not express any belief) each part of the registration
statement (including the documents incorporated by reference therein),
filed with the Commission pursuant to the Securities Act of 1933 relating
to the Securities, when such part became effective, did not contain any
untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein
not misleading and that the Registration Statement and the Prospectus on
the date of the Underwriting Agreement did not, and the Prospectus, as
amended or supplemented, if applicable, on the Closing Date does not,
contain any untrue statement of a material fact or omit to
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state a material fact necessary in order to make
the statements therein, in the light of the circumstances under which they
were made, not misleading.
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EXHIBIT B
Opinion of Xxxxx Xxxx & Xxxxxxxx, Counsel
for the Underwriters
The opinion of Xxxxx Xxxx & Xxxxxxxx, counsel for the Underwriters, to
be delivered pursuant to Article V, paragraph (c) of the document entitled
Weyerhaeuser Company Underwriting Agreement Standard Provisions (Debt) shall be
to the effect that:
(i) the Indenture has been duly authorized, executed and delivered by
the Company and is a valid and binding agreement of the Company and has
been duly qualified under the Trust Indenture Act of 1939,
(ii) the Offered Securities have been duly authorized, and, when
executed and authenticated in accordance with the provisions of the
Indenture and delivered to and paid for by the Underwriters or by
institutional investors, if any, pursuant to Delayed Delivery Contracts,
will be valid and binding obligations of the Company in accordance with
their terms,
(iii) the Underwriting Agreement has been duly authorized, executed and
delivered by the Company and is a valid and binding agreement of the
Company, except as rights to indemnity and contribution thereunder may be
limited by applicable law,
(iv) the Delayed Delivery Contracts, if any, have been duly
authorized, executed and delivered by the Company and are valid and binding
agreements of the Company,
(v) the statements in the Prospectus under "Description of
the Debt Securities", "Plan of Distribution" and "Underwriting", insofar as
such statements constitute a summary of the documents or proceedings
referred to therein, fairly present the information called for with respect
to such documents and proceedings and
(vi) such counsel (1) is of the opinion that the Registration
Statement and Prospectus, as amended or supplemented, if applicable (except
as to financial statements and schedules contained therein, as to which
such counsel need not express
any opinion) comply as to form in all material respects with the Securities
Act of 1933 and the rules and regulations thereunder and (2) believes that
(except for the financial statements and schedules contained therein, as to
which such counsel need not express any belief) the Registration Statement
and the Prospectus on the date of the Underwriting Agreement did not, and
the Prospectus, as amended or supplemented, if applicable, on the Closing
Date does not, contain any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading;
provided that such counsel may state that their opinion and belief is based
--------
upon their participation in the preparation of the Registration Statement
and the Prospectus and any amendments and supplements thereto (other than
the documents incorporated by reference therein) and review and discussion
of the contents thereof, but is without independent check or verification
except as specified.
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