Exhibit 5
Jenkens & Gilchrist Austin, Texas
a professional corporation (512) 499-3800
Chicago, Illinois
1401 McKinney (312) 425-3900
Suite 2700 Dallas, Texas
Houston, Texas 77010 (214) 855-4500
Los Angeles, California
(713) 951-3300 (310) 820-8800
Facsimile (713) 951-3314 New York, New York
Donald Brodsky (212) 704-6000
(713) 951-3341 www.jenkens.com Pasadena, California
dbrodsky@jenkens.com (626) 578-7400
San Antonio, Texas
(210) 246-5000
Washington, D.C.
(202) 326-1500
December 29, 2003
Denbury Resources Inc.
5100 Tennyson Pkwy., Ste. 3000
Plano, Texas 75024
Ladies and Gentlemen:
We have acted as securities counsel to Denbury Resources Inc. (formerly
Denbury Holdings, Inc.), a Delaware corporation (the "Company"), in connection
with the Post-Effective Amendment No. 1 to Registration Statement No. 333-63198
on Form S-8 (the "Registration Statement"), filed by the Company with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Act"), with respect to the Company's adoption of the
Registration Statement as the successor issuer to Denbury Resources Inc., a
Delaware corporation, as it was constituted prior to 9:00 a.m. EST on December
29, 2003 (the "Predecessor"), pursuant to Rule 414 of the Act. The Registration
Statement covers shares of common stock, par value $.001 per share, of the
Company's ("Common Stock"), that may be issued by the Company under the
Predecessor's Stock Option Plan (the "Option Plan"), which Option Plan has been
adopted and assumed by the Company.
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 and the Predecessor with respect to
the Option Plan, the issuance of the Common Stock pursuant to the Option Plan
and related matters; (3) the Registration Statement and exhibits thereto, (4)
the Option Plan, as amended; and (5) such other documents and instruments as we
have deemed necessary for the expression of the 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
Denbury Resources Inc.
December 29, 2003
Page 2
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 of the Registration Statement, 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 Common Stock to be issued in the future under the Option Plan will
be duly issued and sold in accordance with the terms of the Option Plan, and
pursuant to the terms of options issued under and in accordance with the terms
of the Option Plan,
(2) the Company maintains an adequate number of authorized but unissued
shares and/or treasury shares for issuance of Common Stock to be issued pursuant
to options granted under the Option Plan, and
(3) the consideration for the Common Stock issued pursuant to exercise of
options issued under the Option Plan is actually received by the Company as
provided in the Option Plan and exceeds the par value of such Common Stock, we
are of the opinion that the Common Stock issued or sold in accordance with the
terms of the Option Plan, and pursuant to options issued under and in accordance
with the terms of the Option Plan, will be duly and validly issued, fully paid
and nonassessable.
The opinions expressed herein are limited to 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 any
amendments thereto 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.
Denbury Resources Inc.
December 29, 2003
Page 3
Respectfully submitted,
Jenkens & Gilchrist, A Professional Corporation
By: /s/ Donald W. Brodsky
----------------------------------------
Donald W. Brodsky