Exhibit 8.1


                        [BENNETT JONES LETTERHEAD]


October 28, 1999

Burlington Resources Inc.
5051 Westheimer, Suite 1400
Houston, TX 77056-5604

Dear Ladies and Gentlemen:

     We are acting as Canadian counsel to Burlington  Resources Inc. ("BR")
in connection with BR's proposed  acquisition (the "Proposed  Transaction")
of Poco Petroleums Ltd. ("Poco"), a corporation organized under the laws of
Alberta, Canada, upon the terms and conditions set forth in the Amended and
Restated Combination  Agreement between BR and Poco, effective as of August
16, 1999, and the exhibits thereto (the "Combination Agreement").  Provided
that various conditions are satisfied,  BR will cause Burlington  Resources
Canada Inc. ("BR Canada"),  a subsidiary of BR organized  under the laws of
Alberta,  Canada, to issue certain  exchangeable  shares (the "Exchangeable
Shares") to Poco shareholders that surrender their Poco common shares to BR
Canada  pursuant  to a plan of  arrangement  set forth in  exhibit A to the
Combination Agreement.

     BR proposes to file with the Securities and Exchange  Commission  (the
"SEC") under the  Securities  Act of 1933,  as amended (the "1933 Act"),  a
registration  statement  on Form S-3 (the  "Registration  Statement")  with
respect to the common  stock of BR (the "BR Common  Stock") to be issued to
holders of  Exchangeable  Shares that exchange such shares for shares of BR
Common Stock in connection with the Proposed  Transaction.  In addition BR,
and  Poco  have  prepared,   and  we  have  reviewed,  a  Joint  Management
Information  Circular and Proxy  Statement  (the "Joint Proxy  Statement"),
which is dated October 13, 1999 and which is  incorporated  by reference in
the  Registration  Statement.  In rendering  the opinion set forth below we
have relied upon the facts  stated in the  Registration  Statement  and the
Joint  Proxy  Statement  and upon such other  documents  as we have  deemed
appropriate,  including  representations  of BR and Poco referred to in the
Registration Statement and the Joint Proxy Statement.

     This opinion is based on the current  provisions of the Income Tax Act
(Canada) and regulations,  the current provisions of the Convention Between
the United States of America and Canada with Respect to Taxes on Income and
on Capital,  signed September 26, 1980, as amended and our understanding of
the current  published  administrative  practices of Revenue  Canada.  This
opinion  takes into account all specific  proposals to amend the Income Tax
Act and  regulations  that have been publicly  announced by the Minister of
Finance  (Canada)  prior to the date hereof and  assumes  that all of these
proposed  amendments  will be enacted in their  present form. No assurances
can be given  that any  proposed  amendments  will be  enacted  in the form
proposed,  if at all. Except for the foregoing,  this opinion does not take
into  account or  anticipate  any changes in law,  whether by  legislative,
administrative  or  judicial  decision  or  action,  nor does it take  into
account  provincial,  territorial  or  foreign  income tax  legislation  or
considerations  which may  differ  from the  Canadian  federal  income  tax
considerations  described in the Registration  Statement.  In addition,  we
have assumed that all parties to the Combination  Agreement have acted, and
will act, in accordance  with the terms of such  Combination  Agreement and
that the  Combination  Agreement will be consummated  pursuant to the terms
and conditions set forth therein  without the waiver or modification of any
such terms and conditions.

     Based upon and subject to the foregoing, the confirmation by BR of the
accuracy  of  certain  assumptions  and  representations   underlying  this
opinion, and the qualifications,  limitations, and assumptions contained in
the  portion  of  the   Registration   Statement   captioned   "Income  Tax
Considerations-Canadian  Federal  Income  Tax  Considerations,"  we  hereby
confirm,  as to matters of  Canadian  federal  income tax law,  our opinion
contained  in the  Registration  Statement  under the  caption  "Income Tax
Considerations- Canadian Federal Income Tax Considerations".

     We have not  considered  and  render no  opinion  on any aspect of law
other than as expressly set forth above.

     This opinion is furnished to you solely for use in connection with the
Registration  Statement and may not be used for any other  purpose  without
our prior written consent.  We hereby consent to the filing of this opinion
as an exhibit to the  Registration  Statement  and to the  reference  to us
under the captions "Income Tax  Consideration - Canadian Federal Income Tax
Considerations"  and "Legal  Matters"  in the  Registration  Statement.  In
giving such consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the 1933 Act.

Yours truly,



/s/ Bennett Jones