EXHIBIT 5

                                  LEGAL OPINION


                        [Jenkens & Gilchrist Letterhead]


                                 June 15, 2001

Denbury Resources Inc.
5100 Tennyson Parkway, Suite 3000
Plano, Texas  75024
Attn: Phil Rykhoek

         Re:      Denbury Resources Inc. - Registration Statement on Form S-8

Gentlemen:

     We have acted as securities  counsel to Denbury  Resources Inc., a Delaware
corporation  (the  "Company"),   in  connection  with  the  preparation  of  the
Registration  Statement on Form S-8 (the  "Registration  Statement") to be filed
with the Securities and Exchange Commission on or about June 15, 2001, under the
Securities Act of 1933, as amended (the "Securities  Act"),  relating to 600,000
shares (the "Shares") of the $0.001 par value common stock (the "Common  Stock")
of the  Company  that may be issued by the Company  under the Denbury  Resources
Inc. Stock Option Plan (the "Plan").

     You have  requested an opinion with respect to certain legal aspects of the
issuance of the shares.  In  connection  therewith,  we have examined and relied
upon  the  original,  or  copies  identified  to our  satisfaction,  of (1)  the
Certificate of Incorporation,  as amended,  and the Bylaws,  as amended,  of the
Company;  (2) minutes and records of the  corporate  proceedings  of the Company
with respect to the amendment of the Plan,  the issuance of the Shares of Common
Stock pursuant to the Plan and related matters;  (3) the Registration  Statement
and exhibits  thereto,  including  the Plan;  and (4) such other  documents  and
instruments as we have deemed  necessary for the  expression of opinions  herein
contained.

     In making the foregoing  examinations,  we have assumed the  genuineness of
all  signatures  and  the  authenticity  of  all  documents  submitted  to us as
originals,  and the conformity to original documents of all documents  submitted
to us as  certified  or  photostatic  copies.  As to various  questions  of fact
material to this opinion,  and as to the content and form of the  Certificate of
Incorporation,  as  amended,  and the  Bylaws,  as  amended,  minutes,  records,
resolutions and other documents or writings of the Company,  we have relied,  to
the extent deemed reasonably  appropriate,  upon representations or certificates
of  officers  or  directors  of the  Company  and upon  documents,  records  and
instruments  furnished  to us by  the  Company,  without  independent  check  or
verification of their accuracy.




     Based upon our  examinations,  and the consideration of, and reliance upon,
the documents and other matters described above, and assuming that:

     (1) the Shares to be sold and issued in the future, will be duly issued and
sold in accordance  with the terms of the Plan,  and pursuant to options  issued
under and in accordance with the terms of the Plan,

     (2) the Company  maintains an adequate  number of  authorized  but unissued
shares  and/or  treasury  shares  available  for  issuance to those  persons who
purchase Shares pursuant to the Plan, and

     (3) the  consideration  for  the  Shares  issued  pursuant  to the  Plan is
actually  received  by the  Company as  provided in the Plan and exceeds the par
value of such Shares,

we are of the  opinion  that the Shares  issued or sold in  accordance  with the
terms of the Plan, and pursuant to options  issued under and in accordance  with
the  terms  of the  Plan,  will be duly  and  validly  issued,  fully  paid  and
nonassessable.

     The  opinions  expressed  herein  are  limited  to the laws of the State of
Delaware,  the General Corporation Law of the State of Delaware, and the federal
laws of the United States of America and we assume no  responsibility  as to the
applicability  thereto,  or the  effect  thereon,  of  the  laws  of  any  other
jurisdiction. You should be aware that this firm is not admitted to the practice
of law in the  State  of  Delaware  and the  opinion  herein  as to the  General
Corporation  Law of the  State of  Delaware  is  based  solely  upon  unofficial
compilations  thereof.  We hereby  consent to the  filing of this  opinion as an
exhibit to the  Registration  Statement  and to  references to us included in or
made a part of the  Registration  Statement.  In giving this consent,  we do not
admit that we come  within the  category  of persons  whose  consent is required
under  Section  7 of the  Securities  Act or the Rules  and  Regulations  of the
Securities and Exchange Commission thereunder.

                                     Respectfully submitted,

                                     Jenkens & Gilchrist
                                     A Professional Corporation


                                     By:/s/ Donald W. Brodsky
                                        ----------------------------------------
                                        Donald W. Brodsky
                                        Authorized Signatory