Denbury (DNRWW) S-3ASR Automatic shelf registration

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

o CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2)

WELLS FARGO BANK, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

A National Banking Association (Jurisdiction of incorporation or organization if not a U.S. national bank)	94-1347393 (I.R.S. Employer Identification No.)
101 North Phillips Avenue
Sioux Falls, South Dakota (Address of principal executive offices)	57104 (Zip code)

Wells Fargo & Company
Law Department, Trust Section
MAC N9305-175
Sixth Street and Marquette Avenue, 17^th Floor
Minneapolis, Minnesota 55479
(612) 667-4608
(Name, address and telephone number of agent for service)

Denbury Resources Inc.

(Exact name of obligor as specified in its charter)

Delaware	20-0467835
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

5100 Tennyson Pkwy., Ste. 1200
Plano, Texas 75024
(972) 673-2000
(Address, Including Zip Code, and Telephone Number, Including Area
Code, of Registrant’s Principal Executive Offices)

SENIOR SUBORDINATED NOTES DUE 2020

TABLE OF ADDITIONAL REGISTRANT GUARANTORS

	STATE OR OTHER
	JURISDICTION OF
EXACT NAME OF ADDITIONAL REGISTRANT AS	INCORPORATION OR	IRS EMPLOYEE
SPECIFIED IN ITS CHARTER	ORGANIZATION	IDENTIFICATION NO.
DENBURY ONSHORE, LLC	Delaware	20-0467798
DENBURY GATHERING & MARKETING, INC.	Delaware	75-3056150
DENBURY OPERATING COMPANY	Delaware	20-0467368
DENBURY GREEN PIPELINE-TEXAS, LLC	Delaware	26-2072301
DENBURY MARINE, L.L.C.	Louisiana	72-1311038
TUSCALOOSA ROYALTY FUND LLC	Mississippi	73-1668201

5100 Tennyson Pkwy., Ste. 1200
Plano, Texas 75024
(972) 673-2000
(Address, Including Zip Code, and Telephone Number, Including Area
Code, of Subsidiary Guarantors Principal Executive Offices)

TABLE OF CONTENTS

	Item 1.General Information. Furnish the following information as to the trustee:
	Item 2.Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.
	Item 15.Foreign Trustee. Not applicable.
	Item 16.List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility.
SIGNATURE

Item 1.General Information. Furnish the following information as to the trustee:

(a)	Name and address of each examining or supervising authority to which it is subject.
	Comptroller of the Currency Treasury Department Washington, D.C.
	Federal Deposit Insurance Corporation Washington, D.C.
	Federal Reserve Bank of San Francisco San Francisco, California 94120
(b)	Whether it is authorized to exercise corporate trust powers.
	The trustee is authorized to exercise corporate trust powers.

Item 2.Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.

None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

Item 15.Foreign Trustee. Not applicable.

Item 16.List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility.

Exhibit 1.	A copy of the Articles of Association of the trustee now in effect.*
Exhibit 2.	A copy of the Comptroller of the Currency Certificate of Corporate Existence and Fiduciary Powers for Wells Fargo Bank, National Association, dated February 4, 2004.**
Exhibit 3.	See Exhibit 2
Exhibit 4.	Copy of By-laws of the trustee as now in effect.***
Exhibit 5.	Not applicable.
Exhibit 6.	The consent of the trustee required by Section 321(b) of the Act.
Exhibit 7.	A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.
Exhibit 8.	Not applicable.
Exhibit 9.	Not applicable.

*	Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated December 30, 2005 of Hornbeck Offshore Services LLC file number 333-130784-06.
**	Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004 of Trans-Lux Corporation file number 022-28721.
***	Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated May 26, 2005 of Penn National Gaming Inc. file number 333-125274.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Dallas and State of Texas on the 2^nd day of February, 2010.

WELLS FARGO BANK, NATIONAL ASSOCIATION

Patrick T. Giordano
Vice President

EXHIBIT 6

February 2, 2010

Securities and Exchange Commission
Washington, D.C. 20549

Gentlemen:

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request thereof.

Very truly yours,

WELLS FARGO BANK, NATIONAL ASSOCIATION

Patrick T. Giordano
Vice President

Consolidated Report of Condition of
Wells Fargo Bank National Association
of 101 North Phillips Avenue, Sioux Falls, SD 57104
And Foreign and Domestic Subsidiaries,
at the close of business September 30, 2009, filed in accordance with 12 U.S.C. §161 for National Banks.

		Dollar Amounts
		In Millions
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		$	10,576
Interest-bearing balances			3,224
Securities:
Held-to-maturity securities			0
Available-for-sale securities			83,255
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices			31,571
Securities purchased under agreements to resell			1,574
Loans and lease financing receivables:
Loans and leases held for sale			24,141
Loans and leases, net of unearned income	336,946
LESS: Allowance for loan and lease losses	10,037
Loans and leases, net of unearned income and allowance			326,909
Trading Assets			9,540
Premises and fixed assets (including capitalized leases)			4,211
Other real estate owned			1,413
Investments in unconsolidated subsidiaries and associated companies			437
Direct and indirect investments in real estate ventures			50
Intangible assets
Goodwill			11,407
Other intangible assets			15,136
Other assets			24,246
Total assets		$	547,690
LIABILITIES
Deposits:
In domestic offices		$	381,571
Noninterest-bearing	79,823
Interest-bearing	301,748
In foreign offices, Edge and Agreement subsidiaries, and IBFs			57,166
Noninterest-bearing	1,361
Interest-bearing	55,805
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices			3,708
Securities sold under agreements to repurchase			4,401

	Dollar Amounts
	In Millions
Trading liabilities		8,869
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)		7,405
Subordinated notes and debentures		12,392
Other liabilities		21,101
Total liabilities	$	496,613
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		520
Surplus (exclude all surplus related to preferred stock)		30,685
Retained earnings		18,971
Accumulated other comprehensive income		725
Other equity capital components		0
Total bank equity capital		50,901
Noncontrolling (minority) interests in consolidated subsidiaries		176
Total equity capital		51,077
Total liabilities, and equity capital	$	547,690

I, Howard I. Atkins, EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

Howard I. Atkins
EVP & CFO    

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

John Stumpf
Carrie Tolstedt
Michael Loughlin Directors