EXHIBIT 5.1

50 FREMONT STREET, SAN FRANCISCO, CA 94105-2228   415.983.1000   F: 415.983.1200
                           www.pillsburywinthrop.com


October 2, 2001

Potlatch Corporation
601 West Riverside Avenue
Suite 1100
Spokane, WA 99201

     Re:  Registration Statement on Form S-4

Ladies and Gentlemen:

     This opinion is being delivered in connection with the proposed offer by
Potlatch Corporation (the "Company") to exchange (the "Exchange Offer") up to
$250,000,000 aggregate principal amount of the Company's 10.00% Senior
Subordinated Notes due July 15, 2011 to be registered under the Securities Act
of 1933, as amended (the "Exchange Notes"), for any and all of the Company's
outstanding 10.00% Senior Subordinated Notes due July 15, 2011 (the "Original
Notes"). The Exchange Notes are to be issued pursuant to a Registration
Statement on Form S-4 (the "Registration Statement"), filed on October 2, 2001
by the Company with the Securities and Exchange Commission under the Securities
Act of 1933, as amended. The Exchange Notes will be issued under an Indenture,
dated as of June 29, 2001 (the "Indenture"), between the Company and U.S. Bank
Trust National Association (the "Trustee"), in substantially the form filed as
Exhibit 4.1 to the Registration Statement.

     We are of the opinion that, when (a) the Indenture has been qualified under
the Trust Indenture Act of 1939, as amended, (b) the Exchange Notes have been
executed by the Company and authenticated by the Trustee in accordance with the
terms of the Indenture, and (c) the Exchange Notes have been delivered in
exchange for the Original Notes in the manner and for the consideration stated
in the Registration Statement and the Indenture, the Exchange Notes will be
legally binding obligations of the Company entitled to the benefits of the
Indenture.

     We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Registration Statement and in the Prospectus included therein.


                              Very truly yours,

                              Pillsbury Winthrop LLP

                              /s/ Pillsbury Winthrop LLP