Exhibit 8.2

As of the Effective Date of the Registration Statement (as defined below)

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

Ladies and Gentlemen:

     We are acting as United States tax 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 letter is based on the Internal Revenue Code of 1986, as
amended, the Treasury Regulations issued thereunder, and administrative and
judicial interpretations thereof, in each case, as in effect and available
on the date hereof 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-U.S. federal income tax considerations," we hereby confirm,
as to matters of U.S. federal income tax law, our opinion contained in the
Registration Statement under the caption "Income Tax Considerations-U. S.
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 caption "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.

                                     Very truly yours,



                                      /s/ White & Case LLP
                                      --------------------
                                          White & Case LLP