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- S-4 Registration of securities issued in business combination transactions
- 3.3 Amended and Restated Certificate of Incorporation of Cellu Tissue Holdings, Inc.
- 3.4 Amended and Restated Bylaws of Cellu Tissue Holdings, Inc.
- 3.5 Certificate of Incorporation of Cellu Tissue Corporation-natural Dam.
- 3.6 Bylaws of Cellu Tissue Corporation-natural Dam.
- 3.7 Certificate of Incorporation of Cellu Tissue Corporation-neenah.
- 3.8 Bylaws of Cellu Tissue Corporation-neenah.
- 3.9 Certificate of Formation of Cellu Tissue LLC.
- 3.10 Limited Liability Company Agreement of Cellu Tissue LLC.
- 3.11 Restated Certificate of Partnership of Coastal Paper Company.
- 3.12 Amended and Restated General Partnership Agreement of Coastal Paper Company.
- 3.13 Certificate of Incorporation of Menominee Acquisition Corporation.
- 3.14 Bylaws of Menominee Acquisition Corporation.
- 3.15 Articles of Incorporation of Van Paper Company.
- 3.16 Bylaws of Van Paper Company.
- 3.17 Articles of Incorporation of Van Timber Company.
- 3.18 Bylaws of Van Timber Company.
- 3.19 Certificate of Formation of Cellu Tissue-thomaston, LLC.
- 3.20 Limited Liability Company Agreement of Cellu Tissue-thomaston, LLC.
- 3.21 Certificate of Formation of Cellu Tissue-long Island, LLC.
- 3.22 Limited Liability Company Agreement of Cellu Tissue-long Island, LLC.
- 3.23 Certificate of Incorporation of Cellu Tissue Corporation-oklahoma City.
- 3.24 Bylaws of Cellu Tissue Corporation-oklahoma City.
- 4.4 Supplemental Indenture, Dated December 27, 2010.
- 4.5 Notation of Guarantee, Dated December 27, 2010.
- 4.6 Joinder Agreement, Dated December 27, 2010.
- 4.9 Supplemental Indenture, Dated December 27, 2010
- 5.1 Opinion of Pillsbury Winthrop Shaw Pittman LLP
- 5.2 Opinion of Baker Donelson Bearman, Caldwell & Berkowitz, P.C.
- 8.1 Opinion of Pillsbury Winthrop Shaw Pittman LLP
- 12.1 Computation of Ratio of Earnings to Fixed Charges
- 21.1 Clearwater Paper Corporation Subsidiaries
- 23.1 Consent of KPMG LLP, Independent Registered Public Accounting Firm
- 23.2 Consent of Ernst & Young, Independent Registered Public Accounting Firm
- 23.3 Consent of Pricewaterhousecoopers LLP, Independent Registered Public Accounting
- 25.1 Statement of Eligibility of Trustee
- 99.1 Form of Letter of Transmittal
- 99.2 Form of Notice of Guaranteed Delivery
- 99.3 Form of Letter to Brokers
- 99.4 Form of Letter to Clients
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors
Clearwater Paper Corporation:
We consent to the use of our reports dated March 11, 2011, except for Note 20, as to which the date is April 29, 2011, with respect to the consolidated balance sheets of Clearwater Paper Corporation and subsidiaries as of December 31, 2010 and 2009, the related consolidated statements of operations, cash flows, stockholders’ equity and comprehensive income (loss) for each of the years in the three-year period ended December 31, 2010, and the related financial statement schedule, included and incorporated herein by reference, and the effectiveness of internal control over financial reporting as of December 31, 2010, incorporated herein by reference, and to the reference to our firm under the heading “Experts” in the prospectus.
Our report on the effectiveness of internal control over financial reporting as of December 31, 2010, contains an explanatory paragraph that states that management’s assessment of the effectiveness of internal control over financial reporting and our audit of internal control over financial reporting of Clearwater Paper Corporation and subsidiaries excludes an evaluation of the internal control over financial reporting of an acquired business, Cellu Tissue Holdings, Inc.
/s/ KPMG LLP
Seattle, Washington
April 29, 2011