Exhibit 5.3
[MCINNES COOPER & ROBERTSON 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 UPR Capital Company., a Novia Scotia unlimited
liability company (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 equity of the Company ("UPRG"),
Union Pacific Resources Inc., an Alberta corporation and affiliate of the
Company ("UPRI" 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", 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. 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 assumed,
for the purposes of the opinion 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.
This opinion is confined to the laws of the Province of Nova Scotia and
the federal laws of Canada applicable therein.
Based thereon, I am of the opinion that:
1. The Company is an unlimited liability company duly
incorporated and validly existing under the laws of the
Province of Nova Scotia.
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.
3. A court of competent jurisdiction in the Province of Nova
Scotia (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), and provided that such choice of law
is not contrary to public policy, as that term is understood
under the laws of the Province of Nova Scotia and the laws of
Canada applicable therein. In our opinion, there are no
reasons under the laws of the Province of Nova Scotia 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 Nova Scotia 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 Nova Scotia 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 Nova Scotia and
the laws of Canada applicable therein; provided, however,
that, in matters of procedure or to which the laws in force
in Nova Scotia the application of the laws in force in Nova
Scotia is imperative, the laws of the Province of Nova Scotia
will be applied, a Canadian Court will not apply those New
York laws which the Canadian Court characterises 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 Nova Scotia 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
Nova Scotia and the federal laws of Canada applicable therein.
6. The laws of the Province of Nova Scotia 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
give judgment in Canadian dollars; (D) the court rendering
such judgment had jurisdiction over the judgement debtor, as
recognized by the courts of the Province of Nova Scotia (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 Nova
Scotia. In our opinion, there are no reasons under the laws of
the Province of Nova Scotia 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
Nova Scotia 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/ McInnes Cooper & Robertson
McInnes Cooper & Robertson