EX-5.1 3 rayonierincexhibit512023.htm OPINION AND CONSENT OF SMITH, ANDERSON Document
EXHIBIT 5.1
Smith, Anderson, Blount,
Dorsett, Mitchell & Jernigan, L.L.P.

Lawyers

OFFICES
Wells Fargo Capitol Center
150 Fayetteville Street, Suite 2300
Raleigh, North Carolina 27601
    



May 18, 2023

MAILING ADDRESS
P.O. Box 2611
Raleigh, North Carolina
27602-2611
    
TELEPHONE: (919) 821-1220
   FACSIMILE: (919) 821-6800
Rayonier Inc.
1 Rayonier Way
Wildlight, Florida 32097

    Re:    Rayonier Inc. Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel for Rayonier Inc., a North Carolina corporation (the “Company”), in connection with a registration statement on Form S-8 (the “Registration Statement”), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), relating to 3,000,000 shares (the “Shares”) of common stock of the Company, no par value per share (the “Common Stock”), issuable under the 2023 Rayonier Incentive Stock Plan (the “Plan”).
    
This opinion is being furnished in accordance with the requirements of Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.

We have reviewed the Amended and Restated Articles of Incorporation of the Company, the Bylaws of the Company, the Plan, certified copies of resolutions of the board of directors of the Company, the Proxy Statement for the 2023 Annual Meeting of Shareholders and the report of the inspector of elections thereof. We have also reviewed such other documents and have considered such matters of law and fact as we have deemed appropriate, in our professional judgment, to render the opinions contained herein. We call your attention to the fact that, as a matter of customary practice, certain assumptions underlying opinions are understood to be implicit. With respect to certain facts, we have considered it appropriate to rely upon certificates or other comparable documents of public officials and officers or other representatives of the Company, without investigation or analysis of any underlying data contained therein.

Based upon and subject to the foregoing and the further assumptions, limitations and qualifications hereinafter expressed, it is our opinion that the Shares have been duly authorized, and when issued and delivered against payment therefor in accordance with the Plan and the related award agreement and upon either (a) the countersigning of the certificates representing the Shares by a duly authorized signatory of the registrar for the Common Stock, or (b) the book entry of the Shares by the transfer agent for the Common Stock, such Shares will be validly issued, fully paid and nonassessable.

We express no opinion as to any matter other than as expressly set forth above, and no opinion, other than the opinion expressed herein, may be inferred or implied herefrom. The opinion expressed herein is limited to matters governed by the laws of the State of North Carolina, and no opinion is expressed herein as to the laws of any other jurisdiction. The opinion expressed herein does not extend to compliance with federal or state securities laws relating to the offer or sale of the Shares.

We hereby consent to the filing of this letter as an exhibit to the Registration Statement and to all references to our firm in the Registration Statement and any amendment thereto. Such consent shall not be deemed to be an admission that our firm is within the category of persons whose consent is required under Section 7 of the Act or the regulations promulgated pursuant to the Act.




Rayonier Inc.
May 18, 2023
Page 2

Our opinion expressed herein is as of the date hereof, and we undertake no obligation to advise you of changes in applicable law or any other matters that may come to our attention after the date hereof that may affect our opinion expressed herein.

Sincerely yours,
SMITH, ANDERSON, BLOUNT, DORSETT,
       MITCHELL & JERNIGAN, L.L.P.
/s/ Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P.