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Resolute Forest Products Inc. – ‘S-8’ on 8/5/20 – ‘EX-5.1’

On:  Wednesday, 8/5/20, at 5:14pm ET   ·   Effective:  8/5/20   ·   Accession #:  1193125-20-210783   ·   File #:  333-241026

Previous ‘S-8’:  ‘S-8’ on 10/24/19   ·   Latest ‘S-8’:  This Filing   ·   16 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 8/05/20  Resolute Forest Products Inc.     S-8         8/05/20    4:60K                                    Donnelley … Solutions/FA

Registration Statement – Securities for an Employee Benefit Plan   —   Form S-8   —   SA’33
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration Statement - Securities for an          HTML     32K 
                Employee Benefit Plan                                            
 2: EX-5.1      Opinion of Counsel re: Legality                     HTML      8K 
 3: EX-10.1     Material Contract                                   HTML      8K 
 4: EX-23.1     Consent of Expert or Counsel                        HTML      5K 


‘EX-5.1’   —   Opinion of Counsel re: Legality


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  EX-5.1  

Exhibit 5.1

[Letterhead of Seyfarth Shaw LLP]

August 5, 2020

Resolute Forest Products Inc.

111 Robert-Bourassa Blvd., Suite 5000

Montreal, Quebec, Canada H3C 2M1

Ladies and Gentlemen:

We are acting as legal counsel to Resolute Forest Products Inc., a Delaware corporation (the “Company”), in connection with the filing with the Securities and Exchange Commission of a registration statement on Form S-8 (the “Registration Statement”), registering 2,300,000 additional shares of the Company’s common stock, par value $0.001 per share (the “Shares”) for delivery under the Resolute Forest Products 2019 Equity Incentive Stock Plan, as amended as of the date hereof (the “Plan”).

In our capacity as your legal counsel in connection with the Registration Statement, we are familiar with the proceedings taken and proposed to be taken by the Company in connection with the authorization and issuance of the Shares. In addition, we have made such legal and factual examinations and inquiries, including examination of originals or copies of originals, certified or otherwise identified to our satisfaction, of such documents, corporate records and instruments, as we have deemed necessary or appropriate for purposes of this opinion. Except to the extent expressly set forth herein, we have made no independent investigations with regard to matters of fact material to the opinions set forth herein and with respect to such factual matters we have relied upon certificates of, or communications with, officers of the Company and others.

In our examination of the relevant documents, we have assumed the genuineness of all signatures, the legal competence of all natural persons, the authenticity of all documents submitted to us as originals and the conformity with the original documents of all documents submitted to us as copies.

Except as otherwise set forth herein, the opinions set forth below are limited to the laws of the State of Delaware and the laws of the United States of America, and we express no opinion with respect to state securities laws or regulations.

Based upon and subject to the foregoing, it is our opinion that:

(i) the Shares have been duly authorized; and

(ii) upon issuance of Shares against consideration therefore pursuant to the terms and conditions set forth in the Plan, the Shares will be legally issued, fully-paid and non-assessable shares of Common Stock of the Company under the laws of the State of Delaware.

We consent to the use of this opinion as an exhibit to the Registration Statement. This opinion letter is given to you for use in connection with the issuance of the Shares in accordance with the Registration Statement and is not to be relied on for any other purpose. Our opinion is expressly limited to the matters set forth above, and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Shares or the Registration Statement.

 

Very truly yours,

/s/ Seyfarth Shaw LLP

Dates Referenced Herein

This ‘S-8’ Filing    Date    Other Filings
Filed on / Effective on:8/5/20None on these Dates
 List all Filings 


6 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/01/24  Domtar Corp.                      10-K       12/31/23  158:32M                                    Donnelley … Solutions/FA
 5/04/23  Domtar Corp.                      10-Q        3/31/23   78:13M                                    Donnelley … Solutions/FA
 3/01/22  Resolute Forest Products Inc.     10-K       12/31/21  134:26M
 3/01/21  Resolute Forest Products Inc.     10-K       12/31/20  139:29M
 8/10/20  Resolute Forest Products Inc.     10-Q        6/30/20   73:19M
 8/07/20  Resolute Forest Products Inc.     S-8 POS     8/10/20    2:34K                                    Donnelley … Solutions/FA


10 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 7/30/20  Resolute Forest Products Inc.     8-K:2,9     7/30/20   12:462K                                   Donnelley … Solutions/FA
 5/12/20  Resolute Forest Products Inc.     8-K:5,9     5/12/20    1:39K                                    Donnelley … Solutions/FA
 5/11/20  Resolute Forest Products Inc.     10-Q        3/31/20   70:15M
 4/30/20  Resolute Forest Products Inc.     8-K:2,8,9   4/30/20    2:232K                                   Donnelley … Solutions/FA
 4/02/20  Resolute Forest Products Inc.     DEF 14A     5/12/20    1:2.2M                                   Donnelley … Solutions/FA
 3/27/20  Resolute Forest Products Inc.     8-K:5,9     3/23/20    2:82K                                    Donnelley … Solutions/FA
 3/02/20  Resolute Forest Products Inc.     10-K       12/31/19  137:37M
 2/06/20  Resolute Forest Products Inc.     8-K:8       2/01/20    1:18K                                    Donnelley … Solutions/FA
 1/30/20  Resolute Forest Products Inc.     8-K:2,5,9   1/28/20    2:305K                                   Donnelley … Solutions/FA
12/09/10  Resolute Forest Products Inc.     8-A12B                 3:122K                                   Donnelley … Solutions/FA
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Filing Submission 0001193125-20-210783   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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