Exhibit 5.2
[BENNETT JONES VERCHERE LETTERHEAD]
August 25, 1998
Union Pacific Resources Group Inc.
801 Cherry Street
Fort Worth, Texas 76102
RE: Union Pacific Resources Group Inc.
UPRG Capital Trust I
UPRG Capital Trust II
UPRG Capital Trust III
Union Pacific Resources Inc.
UPR Capital Company
Registration Statement on Form S-3
Dear Sirs:
We are counsel for Union Pacific Resources Inc., an Alberta
corporation (the "Company"), and are rendering this opinion in connection with
the Registration Statement on Form S-3 (the "Registration Statement") of the
Company, Union Pacific Resources Group Inc., a Utah corporation and beneficial
owner of all of the stock of the Company ("UPRG"), UPC Capital Company, a Nova
Scotia unlimited liability company and affiliate of the Company ("UPCC" and
together with the Company, the "Subsidiary Issuers") and UPRG Capital Trust I,
UPRG Capital Trust II and UPRG Capital Trust III, each a Delaware statutory
business trust (collectively, the "UPRG Trusts") being filed today with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to the following securities of
the Company: (i) non-convertible unsecured senior debt securities (the "Senior
Debt Securities")and (ii) non-convertible unsecured subordinated debt
securities (the "Subordinated Debt Securities", and together with the Senior
Debt Securities, the "Debt Securities").
We have examined (i) the form of the Indenture (the "Senior
Indenture") between UPRG, the Subsidiary Issuers and The Bank of New
York, as trustee (the "Senior Trustee"), pursuant to which the Senior Debt
Securities will be issued, and (ii) we have examined such other documents and
made such other investigations as we have deemed necessary or advisable for
purposes of this opinion. As to various questions of fact material to such
opinions and which were not independently established, we have relied upon
certificates of public officials and officers of the Company, copies of which
have been delivered to you today, and on the minute books of the Company. In
such examinations, we have assumed: (i) the genuineness of all signatures; (ii)
the authenticity of all documents submitted to us as originals; (iii) the
conformity to authentic originals of all documents submitted to us as certified,
notarial or true copies, reproductions or facsimile copies; and (iv) the
veracity of all information contained in such documents. We have also assumed,
for the purposes of the opinions expressed herein, that all agreements and other
documents have been duly authorized, executed and delivered by all of the
parties thereto other than the Company.
For purposes of the opinion expressed in paragraph 1 below,
we have relied solely upon a Certificate of Status dated August 21, 1998 issued
by the Registrar of Corporations appointed under the Business Corporations Act
(Alberta), a copy of which Certificate is being delivered to you today.
We are members of the Law Society of Alberta, are not
permitted to practice law in any other province of Canada and are not experts
in the laws of other provinces of Canada or of any other jurisdiction. This
opinion is rendered solely with respect to the laws of the Province of Alberta
and the federal laws of Canada applicable therein. Based thereon, we are of
the opinion that:
1. The Company is a corporation duly incorporated and validly
existing under the laws of the Province of Alberta.
2. The execution and delivery of the Senior Indenture by the
Company and the issuance and sale of Senior Debt Securities
have been validly authorized by all necessary corporate
action by the Company. We draw to your attention that the
resolution of the directors of the Company authorizing the
execution of the Senior Indenture by the Company is qualified
by prohibiting execution of the Senior Indenture until an
order has been obtained by the Company under subsection 3(3)
of the Business Corporation Act (Alberta) that the Senior Debt
Securities issued or to be issued under the Senior Indenture
shall not be part of a distribution to the public pursuant to
such Act, thereby exempting the Senior Indenture and the
Senior Debt Securities from the application of Part 7 of the
Act and permitting a non-Canadian trust corporation to act as
trustee under the Senior Indenture.
3. A court of competent jurisdiction in the Province of Alberta
(a "Canadian Court") would give effect to the choice of the
law of the State of New York ("New York law") as the proper
law governing the Senior Debt Securities, provided that such
choice of law is bona fide (in the sense that it was not made
with a view to avoiding the consequences of the laws of any
other jurisdiction), provided that such choice of law is not
contrary to public policy, as that term is understood under
the laws of the Province of Alberta and the laws of Canada
applicable therein and provided the Canadian Court does not
determine there is no connection between New York law and the
Senior Debt Securities. In our opinion, there are no reasons
under the laws of the Province of Alberta or the laws of
Canada applicable therein for avoiding the choice of New York
law to govern the Senior Debt Securities.
4. In an action on a final and conclusive judgment in personam of
any federal or state court in the State of New York (a "New
York Court") that is not impeachable as void or voidable under
New York law, a Canadian Court would not refuse to recognize
the jurisdiction of the court rendering such judgment on that
basis of process being served on Union Pacific Resources Group
Inc. as the agent to receive service of process in the United
States of America appointed by the Company under the Senior
Indenture.
5. If the Senior Debt Securities are sought to be enforced in the
Province of Alberta in accordance with the laws applicable
thereto as chosen by the parties, namely New York law, a
Canadian Court would, subject to paragraph 3 above and to the
extent specifically pleaded and proved as a fact by expert
evidence, recognize the choice of New York law and, upon
appropriate evidence as to such law being adduced, apply such
law to all issues that under the conflict of laws rules of the
Province of Alberta are to be determined in accordance with
the proper or general law of a contract, provided that none of
the provisions of the Senior Debt Securities, or of New York
law, are contrary to public policy as that term is understood
under the laws of the Province of Alberta and the laws of
Canada applicable therein; provided, however, that, in matters
of procedure or to which under the laws in force in the
Province of Alberta, the application of the laws in force in
Alberta is imperative, the laws of the Province of Alberta
will be applied, a Canadian Court will not apply those New
York laws which the Canadian Court characterizes as
procedural, revenue, expropriatory, penal or similar laws, and
a Canadian Court will retain discretion to decline to hear
such action if it is contrary to public policy, as that term
is applied by a Canadian Court, for it to do so, or if it is
not the proper forum to hear such an action, or if concurrent
proceedings are being brought elsewhere. In our opinion, there
are no reasons under the laws of the Province of Alberta or
the laws of Canada applicable therein and no reasons, to our
knowledge with respect to the application of New York law by a
Canadian court, for avoiding enforcement of the Senior Debt
Securities, based on public policy, as that term is understood
under the laws of the province of Alberta and the federal laws
of Canada applicable therein.
6. The laws of the Province of Alberta and the laws of Canada
applicable therein permit an action to be brought in a
Canadian Court on a final and conclusive judgment in personam
for a fixed sum of money of a New York Court that is
subsisting and unsatisfied respecting the enforcement of the
Senior Debt Securities that is not impeachable as void or
voidable under New York law for a sum certain if: (A) such
judgment was not obtained by fraud or in a manner contrary to
natural justice and the enforcement thereof would not be
inconsistent with public policy as such term is applied by a
Canadian Court, or contrary to any order made by the Attorney
General of Canada under the Foreign Extraterritorial Measures
Act (Canada); (B) the enforcement of such judgment does not
constitute, directly or indirectly, the enforcement of foreign
revenue, expropriatory or penal laws or other laws of a public
nature; (C) the action to enforce such judgment is commenced
within six years of the date of such judgment, except that
under the Currency Act (Canada), a Canadian Court may only
five judgment in Canadian dollars; (D) the court rendering
such judgment had jurisdiction over the judgment debtor, as
recognized by the courts of the Province of Alberta (in our
opinion, submission under the provisions of the Senior
Indenture to the jurisdiction of a New York Court will be
sufficient for this purpose); and (E) no new admissible
evidence relevant to the action is discovered prior to
rendering of judgment by the court in the Province of
Alberta. In our opinion, there are no reasons under the laws
of the Province of Alberta or the laws of Canada applicable
therein for avoiding recognition of judgments of a New York
Court under the Senior Debt Securities based on public policy,
as that term is understood under the laws of the Province of
Alberta and the federal laws of Canada applicable therein.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We also consent to the use of our name under the
caption "Legal Opinions" in the Prospectus contained in the Registration
Statement.
Very truly yours,
/s/ Bennett Jones Verchere
Bennett Jones Verchere