
                                 March 17, 2004

Bowater Incorporated
55 East Camperdown Way
P.O. Box 1028 Greenville, South Carolina 29602

RE:  Registration  Statement on Form S-3 filed by Bowater Incorporated under the
     Securities Act of 1933, as amended (the "Securities  Act") (Commission File
     No. 333-108166) and offering of $250,000,000 in aggregate  principal amount
     of Floating Rate Senior Notes due 2010.

Ladies and Gentlemen:

     We have acted as counsel to Bowater  Incorporated,  a Delaware  corporation
(the "Company"), in connection with the Company's Registration Statement on Form
S-3  (Commission  File No.  333-108166)  filed with the  Securities and Exchange
Commission (the "Commission") and declared  effective on Tuesday,  September 23,
2003 (the "Registration Statement") and the offering thereunder (the "Offering")
of $250,000,000  in aggregate  principal  amount of the Company's  Floating Rate
Senior Notes due 2010 (the "Notes").  The Notes are issued  pursuant to a Senior
Indenture, dated as of March 17, 2004 (the "Indenture"), between the Company and
The Bank of New York,  as  trustee  (the  "Trustee"),  and a First  Supplemental
Indenture,  also  dated as of March  17,  2004 (the  "Supplemental  Indenture"),
between the Company and the Trustee.

     In rendering the opinions expressed below, we have examined:

    (i)   the Indenture;

    (ii)  the Supplemental Indenture;

    (iii) the Registration Statement;

    (iv)  that  certain  Underwriting   Agreement  dated  March  10,  2004  (the
          "Underwriting  Agreement")  by and among the Company,  UBS  Securities
          LLC, as representative of the several Underwriters named in Schedule I
          thereto (the  "Underwriters")  and Barclays Capital Inc., as qualified
          independent underwriter;

    (v)   a  Preliminary  Prospectus  Supplement  dated March 10, 2004 and filed
          with  the  Commission  on  such  date  (the  "Preliminary   Prospectus
          Supplement");

    (vi)  a  Prospectus  Supplement  dated  March 12,  2004 and  filed  with the
          Commission on such date (the "Prospectus Supplement");  (vii) the form
          of the Notes (items (i) through

    (vii) are collectively  referred to herein as the "Transaction  Documents");
          and

    (viii)such corporate  records,  agreements and  instruments of the Company
          and such other documents and records as we have deemed  necessary as a
          basis for the opinions expressed below.

     In our  examination,  we have  assumed  the legal  capacity  of all natural
persons,  the genuiness of all signatures,  the authenticity and completeness of
all documents  submitted to us as originals and the  conformity  with  authentic
original  documents of all documents  submitted to us as copies thereof.  To the
extent that the obligations of the Company may be dependent on such matters,  we
have  assumed  for the  purpose of this  opinion  that:  (i) the  parties to the
Transaction  Documents other than the Company (the "Other  Parties") are validly
existing and in good standing under the laws of their  respective  jurisdictions
of  organization;  (ii) the Other  Parties  have full  power  and  authority  to
execute,  deliver and perform their  obligations  under each of the  Transaction
Documents to which they are parties and each of the other documents  executed by
them in connection  therewith;  (iii) each such  document  executed by the Other
Parties has been duly  authorized,  executed and  delivered by the Other Parties
and  constitutes the legal,  valid and binding  obligation of the Other Parties,
enforceable  against them in accordance  with its terms;  (iv) the execution and
delivery of each such  document  does not violate  any law,  regulation,  order,
judgment,  or decree  applicable to any Other Party;  (v) the Other Parties will
act in good faith and will seek to enforce  their rights and remedies  under the
Transaction  Documents  in a  manner  that  is  commercially  reasonable  and in
accordance with applicable laws; and (vi) the  representations and warranties of
the  Other  Parties  as set  forth in the  Underwriting  Agreement  are true and
correct in all material  respects,  and the Other  Parties  will  perform  their
covenants  and  agreements  under  the  Transaction  Documents  in all  material
respects. We express no opinion as to the applicability to the Other Parties of,
or the effect of noncompliance by the Other Parties with, any laws applicable to
the transactions contemplated by the Transaction Documents because of the nature
of any business of any of the Other Parties. As to questions of fact material to
this  opinion,  we have  relied upon  certificates  of public  officials  and of
officers and representatives of the Company.

     An  attorney  in our firm is admitted to practice in the State of New York,
and we express no opinion as to matters governed by any laws other than the laws
of the State of New York, the Delaware  General  Corporation Law and the Federal
laws of the United States of America.

          Based upon the  foregoing and subject to the  conditions,  limitations
     and assumptions  set forth herein,  it is our opinion that, upon receipt by
     the Company of the purchase  price  therefor set forth in the  Underwriting
     Agreement, the Notes will be legally issued and will be binding obligations
     of the Company,  except that (A) the enforcement  thereof may be limited by
     bankruptcy, insolvency,  reorganization,  fraudulent conveyance, moratorium
     or  other  similar  laws,  now or  hereafter  in  effect,  relating  to the
     enforcement  of creditors'  rights  generally and by general  principles of
     equity  (regardless  of whether  considered in a proceeding in equity or at
     law) and the discretion of the court before which any  proceeding  therefor
     may be brought and (B) any rights to indemnity or  contribution  thereunder
     may be limited by applicable law and public policy considerations.

     This  letter  speaks  only as of its date and  applies  only to the matters
specifically  covered by this letter.  We expressly  disclaim any  obligation to
supplement  this  opinion if any  applicable  laws change after the date of this
opinion,  or if we become  aware of any facts  that might  change  the  opinions
expressed  above after the date of this opinion.  This opinion is limited to the
matters  expressly set forth  herein,  and no other opinion is implied or may be
inferred  beyond the matters  expressly  stated  herein.  Our  opinion  that any
document  is valid,  binding and  enforceable  is  qualified,  and no opinion is
given,  as to the  enforceability  of any  provision:  (a) regarding  consent to
jurisdiction  in federal court or selection of forum or venue;  (b) requiring or
in effect  requiring  that any waiver or amendment to any  provision or document
may be effected only in writing;  and (c) providing  that rights or remedies are
cumulative to the extent that remedies are potentially  mutually  exclusive.  We
further  express no opinion  with  respect to any matter  governed by or arising
under the  Securities Act of 1933, as amended,  the  Securities  Exchange Act of
1934, as amended, any state securities or blue sky laws, any other law governing
the adequacy of disclosure,  the Investment Company Act, as amended,  the Public
Utility Holding Company Act, as amended,  the Federal Power Act, as amended,  or
any other matters not explicitly stated in this opinion letter.

     We hereby  consent to the filing of this  opinion as Exhibit 5 to a current
report  on Form  8-K to be  incorporated  by  reference  into  the  Registration
Statement  and to the reference to us under the caption  "Legal  Matters" in the
prospectus  constituting  part  of the  Registration  Statement,  including  the
Preliminary Prospectus Supplement and the Prospectus Supplement.  In giving such
consent, we do not thereby admit that we are included in the category of persons
whose consent is required under Section 7 of the Securities Act or the rules and
regulations promulgated thereunder.  This opinion may not be furnished or quoted
to, or relied  upon by, any other  person  for any  purpose,  without  our prior
written consent.


                                  Very truly yours,

                                  WYCHE, BURGESS, FREEMAN & PARHAM, P.A.

                                  /s/ Wyche, Burgess, Freeman & Parham, P.A.

