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                                                                    Exhibit 15.5

                          WESTERN FOREST PRODUCTS INC.

                             AUDIT COMMITTEE CHARTER

1.       PURPOSE

         The Board of Directors (the "Board") of Western Forest Products Inc.
         (the "Corporation") has established an Audit Committee (the
         "Committee") to assist the Board in fulfilling its oversight
         responsibilities regarding:

         (a)      the accuracy and completeness of the Corporation's financial
                  statements;

         (b)      the internal control and financial reporting systems of the
                  Corporation;

         (c)      the selection and activities of the Corporation's external
                  auditor;

         (d)      risk management;

         (e)      the Corporation's compliance with legal and regulatory
                  requirements, and

         (f)      any additional duties set out in this Charter or otherwise
                  delegated to the Committee by the Board.

2.       MEMBERS

         Committee members, including the Committee Chair, shall be appointed
         annually by the Board based on recommendations of the Nominating and
         Corporate Governance Committee and shall consist of at least three
         members of the Board who meet the independence requirements of
         Multilateral Instrument 52-110 - Audit Committees.

         All members of the Committee shall be financially literate. While the
         Board shall determine the definition of and criteria for financial
         literacy, this shall, at a minimum, include the ability to read and
         understand a set of financial statements that present a breadth and
         level of complexity of accounting issues that are generally comparable
         to the breadth and complexity of the issues that can reasonably be
         expected to be raised by the Corporation's financial statements.

3.       DUTIES

         The Committee shall have the following duties:

         (a)      Financial Reporting and Disclosure

                  (i)      Audited Annual Financial Statements: Review the
                           audited annual financial statements as prepared by
                           management in conjunction with the external auditors,
                           related management discussion and analysis ("MD&A")
                           and earnings press releases for submission to Board
                           for approval.

                  (ii)     Quarterly Review: Review the unaudited quarterly
                           financial statements, the related MD&A and earnings
                           press releases for submission to the Board for
                           approval.

                  (iii)    Significant Accounting Practices and Disclosure
                           Issues: Review with management and the external
                           auditor, significant accounting practices employed by
                           the Corporation and disclosure issues, including
                           complex or unusual transactions, judgmental areas
                           such reserves or estimates, significant changes to
                           accounting principles, and alternative treatments
                           under Canadian GAAP for material transactions. This
                           review process shall be undertaken in order to have
                           reasonable assurance that the financial statements
                           are

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                           complete, do not contain any misrepresentations, and
                           present fairly the Corporation's financial position
                           and the results of its operations in accordance with
                           Canadian GAAP.

                  (iv)     Compliance: Confirm through discussions with
                           management and auditors whether Canadian GAAP and all
                           applicable laws or regulations related to financial
                           reporting and disclosure have been considered and
                           obtain confirmations from management that Canadian
                           GAAP and all such applicable laws have been complied
                           with.

                  (v)      Legal Events: Review any actual or anticipated
                           litigation or other events, including tax
                           assessments, which could have a material current or
                           future affect on the Corporation's financial
                           statements, and the manner in which these have been
                           disclosed in the financial statements.

                  (vi)     Off-Balance Sheet Transactions: Discuss with
                           management the effect of any off-balance sheet
                           transactions, arrangements, obligations and other
                           relationships with unconsolidated entities or other
                           persons that may have a material current or future
                           affect on the Corporation's financial condition,
                           changes in financial condition, results of
                           operations, liquidity, capital expenditures, capital
                           resources, or significant components or revenues and
                           expenses.

                  (vii)    Disclosure Procedures: Satisfy itself that adequate
                           procedures are in place for the review of the
                           Corporation's public disclosure of financial
                           information extracted from the Corporation's
                           financial statements and periodically assess the
                           adequacy of those procedures.

         (b)      Oversight of Internal Controls

                  (i)      Review and Assessment: Review the adequacy and
                           effectiveness of the Corporation's system of internal
                           control and management information systems through
                           discussions with management and the external auditor.

                  (ii)     Oversight: Oversee system of internal control, by:

                           -        Consulting with the external auditor
                                    regarding the adequacy of the Corporation's
                                    internal controls;

                           -        Monitoring policies and procedures for
                                    internal accounting, financial control and
                                    management information, electronic data
                                    control and computer security;

                           -        Obtaining from management adequate
                                    assurances that all statutory payments and
                                    withholdings have been made; and

                           -        Taking other actions as considered
                                    necessary.

                  (iii)    Fraud: Oversee investigations of alleged fraud and
                           illegality relating to the Corporation's finances and
                           any resulting actions.

                  (iv)     Complaint: Establish procedures for the receipt,
                           retention and treatment of complaints received by the
                           Corporation regarding accounting, internal accounting
                           controls or auditing matters, the confidential,
                           anonymous submission by employees of concerns
                           regarding questionable accounting or auditing
                           matters, and for the protection from retaliation of
                           those who report such complaints in good faith.

         (c)      External Audit

                  (i)      Appointment or Replacement: Recommend the appointment
                           or replacement of the external auditor to the Board,
                           who will consider the recommendation prior to
                           submitting the nomination to the shareholders for
                           their approval.

                  (ii)     Compensation: Review with management, and make
                           recommendations to the Board, regarding the
                           compensation of the external auditor. In making a
                           recommendation with respect to compensation, the
                           Committee shall consider the number and nature of
                           reports

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                           issued by the external auditor, the quality of
                           internal controls, the size, complexity and financial
                           condition of the Corporation, and the extent of other
                           support provided by the Corporation to the external
                           auditor.

                  (iii)    Reporting Relationships: The external auditor will
                           report directly to the Committee.

                  (iv)     Performance: Review with management the terms of the
                           external auditor's engagement, accountability,
                           experience, qualifications and performance. Evaluate
                           the performance of the external auditor.

                  (v)      Transition: Review management's plans for an orderly
                           transition to a new external auditor, if required.

                  (vi)     Audit Plan: Review the audit plan and scope of the
                           external audit with the external auditor and
                           management, and consider the nature and scope of the
                           planned audit procedures.

                  (vii)    Audit Plan Changes: Discuss with the external auditor
                           any significant changes required in the approach or
                           scope of their audit plan, management's handling of
                           any proposed adjustments identified by the external
                           auditor, and any actions or inactions by management
                           that limited or restricted the scope of their work.

                  (viii)   Review of Results: Review, independently from
                           management and without management present, the
                           results of the annual external audit, the audit
                           report thereon and the auditor's review of the
                           related MD&A, and discuss with the external auditor
                           the quality (not just the acceptability) of
                           accounting principles used, any alternative
                           treatments of financial information that have been
                           discussed with management, the ramifications of their
                           use and the auditor's preferred treatment, and any
                           other material communications with management.

                  (ix)     Disagreements with Management: Resolve any
                           disagreements between management and the external
                           auditor regarding financial reporting.

                  (x)      Material Written Communications: Review all other
                           material written communications between the external
                           auditor and management, including the post-audit
                           management letter containing the recommendations of
                           the external auditor, management's response and,
                           subsequently, follow up identified weaknesses.

                  (xi)     Interim Financial Statements: Engage the external
                           auditor to review all internal financial statements
                           and review the results of the auditor's review of the
                           interim financial statements and the auditor's review
                           of the related MD&A independent of and without
                           management present.

                  (xii)    Other Audit Matters: Review any other matters related
                           to the external audit that are to be communicated to
                           the Committee under generally accepted auditing
                           standards or that relate to the external auditor.

                  (xiii)   Meeting with External Auditor: Meet with the external
                           auditor independently from management and without
                           management present (1) at least annually to discuss
                           and review specific issues; and (2) as appropriate
                           with respect to any significant matters that the
                           auditor may wish to bring to the Committee for its
                           consideration.

                  (xiv)    Correspondence: Review with management and the
                           external auditor any correspondence with regulators
                           or governmental agencies, employee complaints or
                           published reports that raise material issues
                           regarding the Corporation's financial statements or
                           accounting policies.

                  (xv)     Independence: At least annually, and before the
                           external auditor issues its report on the annual
                           financial statements, review and confirm the
                           independence of the external auditor

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                           through discussions with the auditor on their
                           relationship with the Corporation, including details
                           of all non-audit services provided. Consider the
                           safeguards implemented by the external auditor to
                           minimize any threats to their independence, and take
                           action to eliminate all factors that might impair, or
                           be perceived to impair, the independence of the
                           external auditor. Consider the number of years the
                           lead audit partner has been assigned to the
                           Corporation, and consider whether it is appropriate
                           to recommend to the Board a policy of rotating the
                           lead audit partner more frequently than every five
                           years, as is required under the rules of the Canadian
                           Public Accountability Board.

                  (xvi)    Non-Audit/Audit Services: Pre-approve, in accordance
                           with applicable law, any non-audit services to be
                           provided to the Corporation by the external auditor,
                           with reference to compatibility of the service with
                           the external auditor's independence.

                  (xvii)   Hiring Policies: Review and approve the Corporation's
                           hiring policies regarding partners, employees and
                           former partners and employees of the present and
                           former external auditor.

         (d)      Risk Management

                  Review and assess the adequacy of the Corporation's risk
                  management policies and procedures with respect to the
                  Corporation's principal business risks. Review and assess the
                  adequacy of the implementation of appropriate systems to
                  mitigate and manage the risks, and report regularly to the
                  Board. Review the Corporation's insurance program.

         (e)      Regulatory Compliance

                  Review with management the Corporation's relationship with
                  regulators and the timeliness and accuracy of Corporation
                  filings with regulatory authorities.

         (f)      Related Party Transactions

                  Review with management all related party transactions and the
                  development of policies and procedures related to those
                  transactions.

         (g)      Board Relationship and Reporting

                  (i)      Adequacy of Charter: Review and assess the adequacy
                           of the Committee Charter annually and submit such
                           amendments as the Committee proposes to the Board.

                  (ii)     Disclosure: Oversee appropriate disclosure of the
                           Committee's Charter, and other information required
                           to be disclosed by applicable legislation, in the
                           Corporation's Annual Information Form and all other
                           applicable disclosure documents, including any
                           management information circular distributed in
                           connection with the solicitation of proxies from the
                           Corporation's securityholders.

                  (iii)    Reporting: Report regularly to the Board on Committee
                           activities, issues and related recommendations.

4.       CHAIR

         The Board will in each year appoint the Chair of the Committee. The
         Chair shall be financially literate. In the Chair's absence, or if the
         position is vacant, the Committee may select another member as Chair.
         The Chair will have the right to exercise all powers of the Committee
         between meetings but will attempt to involve all other members as
         appropriate prior to the exercise of any powers and will, in any event,
         advise all other members of any decisions made or powers exercised.

5.       MEETINGS

         The Committee shall meet at the request of its Chair, but in any event
         it will meet at least four times a year. Notices calling meetings shall
         be sent to all Committee members. The external auditor or any member of

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         the Committee may call a meeting of the Committee. The Chair of the
         Committee shall develop and set the Committee's agenda, in consultation
         with the other members of the Committee. Each member of the Committee
         is free to suggest the inclusion of items on the agenda. The agenda and
         information concerning the business to be conducted at each Committee
         meeting shall be distributed to the members of the Committee in advance
         of each meeting to permit meaningful review.

6.       QUORUM

         A majority of members of the Committee, present in person, by
         teleconference, or by videoconference will constitute a quorum.

7.       REMOVAL AND VACANCY

         A member may resign from the Committee, and may be removed and replaced
         at any time by the Board, and will automatically cease to be a member
         as soon as the member ceases to be a director. The Board will fill
         vacancies in the Committee by appointment from among the directors of
         the Board in accordance with Section 2 of this Charter. Subject to
         quorum requirements, if a vacancy exists on the Committee, the
         remaining members will exercise all its powers.

8.       EXPERTS AND ADVISORS

         In order to carry out its duties, the Committee may retain or appoint,
         at the Corporation's expense, such independent counsel and other
         experts and advisors as it deems necessary. The Committee shall provide
         notice to the Nominating and Corporate Governance Committee of its
         actions in this regard.

9.       ACCESS

         The Committee may have access to and direct contact with any employee,
         contractor, supplier, customer or other person that is engaged in any
         business relationship with the Corporation to confirm information or to
         investigate any matter within the mandate of the Committee.

10.      SECRETARY AND MINUTES

         The Chair of the Committee shall appoint a secretary for each meeting
         to keep minutes of such meeting. The minutes of the Committee will be
         in writing and duly entered into the books of the Corporation. The
         minutes of the Committee will be circulated to all members of the
         Board.

Dated as of May 6, 2005