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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 23.3
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the use in this Registration Statement on Form S-4 of Clearwater Paper Corporation of our reportdated April 30, 2010, except with respect to our opinion on the consolidated financial statements insofar as it relates to the guarantee by Cellu Tissue Holdings of the 7 1/8% Senior Notes issued by Clearwater Paper Corporation and corresponding guarantor financial statement information described in Note 21 to the consolidated financial statements, which is as of April 29, 2011 relating to the financial statements and financial statement schedules of Cellu Tissue Holdings, Inc., which appears in such Registration Statement. We also consent to the reference to us under the heading “Experts”in such Registration Statement.
PricewaterhouseCoopers LLP
Atlanta, Georgia
April 29, 2011