HELLER EHRMAN LETTERHEAD]Merger Agreement • December 14th, 2005 • Mercer International Regco Inc. • Paper mills
This opinion is being delivered to you in connection with the Agreement and Plan of Merger dated as of December 14, 2005 (the “Merger Agreement”), by and among Mercer International Inc., a Massachusetts trust organized under the laws of Washington (“Mercer”), Mercer Delaware Inc., a Delaware corporation (“Transition Co.”), and Mercer International Regco Inc., a Washington corporation (“Amalgamated Mercer”). Pursuant to the Merger Agreement and the registration statement on Form S-4 filed with the Securities and Exchange Commission, as amended at any time to and including the date hereof (the “Registration Statement”), Mercer will merge with and into Transition Co., followed immediately thereafter by Transition Co. merging with and into Amalgamated Mercer (collectively, the “Conversion”).
