Nice cutlist. After seeing your posts on Fanedit.org, I didn't realize you were planning to make this a single three-hour film. There's a three-hour version out right now (I think it's called There and Back Again, by David Killstein) that moves way too fast so I'm interested to see how your version flows.

How did you transition between AUJ and DOS? Especially without the warg/orc chase and without Beorn? I don't think the Orcrist plothole will be that big a deal...it's one small issue that arises from solving a larger problem (Legolas).

Personally I think that three hours is not enough time to let the story breathe and give the film a proper cinematic pace. Since you are not worried about staying true to the book however, maybe you've found a way to make it work.