EXHIBIT 5.2

CAIRNCROSS & HEMPELMANN, P.S.

524 Second Avenue, Suite 500

Seattle, Washington 98104

August 2, 2022

Mercer International Inc.

700 West Pender Street

Vancouver, British Columbia

Canada, V6C 1G8

 

Re:

Registration Statement on Form S-3 with respect to an indeterminate amount of securities

Ladies and Gentlemen:

We have acted as special counsel to Mercer International Inc., a Washington corporation (the “Company”), in connection with the filing by the Company with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-3 (the “Registration Statement”), as may be amended pursuant to Rule 462(b) of the Securities Act of 1933, as amended (the “Securities Act”), relating to the proposed offer and sale from time to time pursuant to Rule 415 under the Securities Act of up to $750,000,000 of the Company’s securities, consisting of an indeterminate amount of: (i) debt securities of the Company (the “Debt Securities”) issued pursuant to one or more indentures (each, an “Indenture”), among the Company, a financial institution designated as trustee and the holders from time to time of the Debt Securities, (ii) shares of the Company’s preferred stock, par value $1.00 per share (the “Preferred Stock”), (iii) warrants (the “Warrants”) to purchase Common Stock and/or Debt Securities, issued pursuant to one or more warrant agreements (each, a “Warrant Agreement”) among the Company, a warrant agent to be appointed by the Company prior to the issuance of the applicable Warrants and the holders from time to time of the Warrants, and (iv) shares of the Company’s common stock, par value $1.00 per share (the “Common Stock”), including Common Stock issuable upon conversion of Debt Securities and the Preferred Stock, and Common Stock issuable upon the exercise of Warrants. The Debt Securities, Preferred Stock, Common Stock and Warrants are hereinafter referred to as the “Securities,” and the shares of Preferred Stock and Common Stock to be issued by the Company, including Common Stock issuable upon conversion of the Debt Securities and Preferred Stock, and upon exercise of the Warrants, shall be referred to herein as the “Shares.”

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement, other than as to the validity of the Shares. In connection with this opinion, we have examined and relied upon the originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, and other instruments as we have deemed necessary or appropriate for the purpose of this opinion, including, without limitation, the following:

1. The following governing documents of the Company (the “Governing Documents”):

(a) Articles of Incorporation of Mercer International Regco Inc., filed with the Washington Secretary of State effective July 12, 2005, as certified by the Washington Secretary of State as of July 7, 2022;

 

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(b) Articles of Correction to the Articles of Incorporation of Mercer International Regco filed with the Washington Secretary of State effective August 30, 2005, as certified by the Washington Secretary of State as of July 7, 2022.

(c) Articles of Amendment of the Articles of Incorporation of Mercer International Regco Inc. filed with the Washington Secretary of State effective January 26, 2006, as certified by the Washington Secretary of State as of July 7, 2022.

(d) Articles of Merger of Mercer Delaware Inc., a Delaware corporation, and Mercer International Regco, Inc., a Washington corporation, including the Articles of Amendment of the Articles of Incorporation of Mercer International Regco, Inc. (changing the name of the corporation to Mercer International Inc.), filed with the Washington Secretary of State effective March 1, 2006, as certified by the Washington Secretary of State as of July 7, 2022.

(e) Articles of Merger of Zellstoff Celgar Holdings Ltd., a Delaware corporation, and Mercer International Inc., a Washington corporation, filed with the Washington Secretary of State effective April 4, 2006, as certified by the Washington Secretary of State as of July 7, 2022.

(f) Articles of Correction to the Articles of Merger of Mercer Delaware Inc., and Mercer International Regco filed with the Washington Secretary of State effective June 15, 2006, as certified by the Washington Secretary of State as of July 7, 2022.

(g) The Bylaws of the Company as amended through May 15, 2020 certified to us by an officer of the Company as being complete and in full force and effect as of the date of this opinion.

2. Resolutions of the Company’s board of directors certified to us by an officer of the Company as constituting all records of proceedings and actions of the board of directors of the Company relating to the issuance of the Securities by the Company as of the date hereof, the preparation and filing of the Registration Statement, and related matters.

3. The Registration Statement, including all exhibits thereto.

4. A Certificate of Existence relating to the Company issued by the Washington Secretary of State, dated August 1, 2022.

5. The certificates, resolutions and other documents as we have deemed necessary to render the opinion expressed below, including, without limitation, including but not limited to a certificate of the Company dated as of the date hereof, relating to certain factual matters (the “Opinion Certificate”).

In rendering the opinions expressed below, we have, with your consent, assumed that the signatures of all parties signing all documents in connection with which this opinion is rendered are genuine (other than persons signing such documents on behalf of the Company), all documents submitted to us as originals or duplicate originals are authentic and complete, and all documents submitted to us as copies, whether certified or not, conform to authentic original documents and have not been further amended or superseded following our review. Additionally, we have, with your consent, assumed and relied upon, the following:

(a) the accuracy and completeness of all certificates (including, without limitation the Opinion Certificate) and other statements, documents and records reviewed by us;

 

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(b) all parties to the documents reviewed by us (other than the Company) are duly organized, validly existing, and in good standing under the laws of all jurisdictions where they are conducting their businesses or otherwise required to be so qualified (except where the failure to be so qualified or in good standing would not adversely affect our opinions herein), and have full power and authority and have taken all necessary corporate or other action and have all governmental and third-party consents necessary or desirable to execute, deliver and perform their duties under such documents and to consummate the transactions contemplated thereby, and all such documents have been duly authorized, executed and delivered by such parties;

(c) each party to the documents reviewed by us (other than the Company) has duly authorized, executed and delivered such documents to which it is a party, and that each of such documents is enforceable against and binding upon each such party thereto;

(d) value will be given to the Company in connection with, and the Company will be materially benefited by, the issuance of the Securities;

(e) the Registration Statement, and any amendments thereto, will have become effective;

(f) a prospectus supplement will have been prepared and filed with the Commission describing the Securities offered thereby;

(g) all Securities will be issued and sold in compliance with the applicable provisions of the Securities Act, the Trust Indenture Act of 1939, as amended, and the securities or blue sky laws of various states, and in the manner stated in the Registration Statement and the applicable prospectus supplement;

(h) the Company will have taken all necessary corporate action to approve the issuance and terms of the Securities;

(i) at the time of any offering, sale or issuance of Common Stock or Preferred Stock, that the Company will have authorized and available for issuance in the Governing Documents such number of shares of Common Stock or Preferred Stock as are so offered, sold or issued;

(j) all Securities issuable upon conversion, exchange, settlement or exercise of any Securities being offered will have been duly authorized, created and, if appropriate, reserved for issuance upon such conversion, exchange, settlement or exercise, in accordance with the Governing Documents;

(k) the Indentures, Warrant Agreements or other agreements with respect to the Securities as described in the Registration Statement and the applicable prospectus supplement, and as filed as an exhibit to or incorporated by reference in the Registration Statement, will have been duly authorized, executed and delivered by the parties thereto; and

(l) as appropriate, the Securities will have been duly executed and authenticated in accordance with Applicable Law, or the applicable agreement, Warrant Agreement or Indenture.

In rendering this opinion, we have examined only the laws of the State of Washington (“Applicable Law”); however, the term Applicable Law is limited to those laws that a lawyer in the State of Washington exercising customary professional due diligence would reasonably recognize as being directly applicable to the Securities. We have not examined the question of which laws would govern the issuance, interpretation, construction, or enforcement of the Securities or the issuance of the Shares thereunder. Accordingly, we express no opinion with respect to the laws of any other state, country or jurisdiction, or the applicability of such laws to the Securities or the issuance of the Shares thereunder. In particular, to the extent that Applicable Law would require the application of the laws of any other jurisdiction, no opinion is expressed as to the laws of such other jurisdiction.

 

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In addition, without limiting the foregoing, we express no opinion regarding, and no opinion shall be implied from, the express opinions provided below concerning any federal and state securities statutes. We express no opinion regarding, and no opinion shall be implied from, the express opinions provided below about any rules or regulations promulgated under such statutes, or the applicability of such statutes, rules or regulations to the Securities or the transactions contemplated by the Registration Statement. We further express no opinion regarding the effect of changes after the date hereof in any statutes, rules, or regulations applicable to the Governing Documents or the Securities, or any opinion regarding statutes of limitation, moratoria, or similar actions by federal, state, or local government agencies, legislatures, courts, or other authorities.

We express no opinion with respect to the enforceability of the Securities against the Company. We express no opinion with respect to any party other than the Company.

With regard to matters of fact material to the opinions expressed herein, we have relied, without investigation or any duty of inquiry, solely upon and assumed to be true and correct: (a) the representations and warranties as to factual matters contained in and made by officers of the Company in the Opinion Certificate, including, without limitation, our opinion expressed below as to the fully paid and non-assessable status of the issued shares of capital stock of the Company, to the effect that the Company received full and adequate consideration for such issued shares; (b) the documents and materials referenced herein as reviewed by our firm; and (c) matters within our Actual Knowledge. For purposes of this opinion letter, “Actual Knowledge” means the actual knowledge of facts or other information by Laura Bertin, the lawyer employed by the undersigned firm who has actually represented the Company in connection with this legal opinion. In particular, we have not engaged in any independent investigation or inquiry into (i) material agreements of the Company or (ii) the existence of any actions or liens filed against the Company.

The opinions expressed in this letter are qualified to the extent that, notwithstanding any provisions in the Securities to the effect that such agreements reflect the entire understanding of the parties with respect to the matters described therein, the courts of the State of Washington may consider extrinsic evidence of the circumstances surrounding the interpretation of the Securities and the agreements related thereto, to ascertain the intent of the parties in using the language employed in such agreements, regardless of whether or not the meaning of the language used in the Securities or such agreements is plain and unambiguous on its face, and may determine that additional or supplemental terms can be incorporated into such agreements.

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Based upon the foregoing and our examination of such questions of law as we have deemed necessary or appropriate for the purpose of our opinion, and subject to the limitations and qualifications expressed herein, it is our opinion that the Preferred Stock, when sold and after receipt of payment therefor, and the Common Stock, when sold and after receipt of payment therefor or when issued upon conversion of any of the Debt Securities or upon the exercise of any Warrants will be validly issued, fully paid and non-assessable.

 

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We consent to (a) the use of our firm’s name, Cairncross & Hempelmann, P.S., in the Registration Statement in connection with this opinion, and (b) the use of this opinion as an exhibit to the Registration Statement.

In giving this opinion, we do not admit that we come within the category of a person whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the general rules and regulations thereunder, nor do we admit that we are experts with respect to any part of the Registration Statement, or the prospectus contained in the Registration Statement, within the meaning of the term “expert” as defined in Section 11 of the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder.

 

 

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