EXHIBIT 5
Jenkens & Gilchrist AUSTIN, TEXAS
A PROFESSIONAL CORPORATION (512) 4993800
CHICAGO, ILLINOIS
1401 MCKINNEY (312) 425-3900
SUITE 2700 DALLAS, TEXAS
HOUSTON, TEXAS 77010-4034 (214) 855-4500
LOS ANGELES, CALIFORNIA
(713) 951-3300 (310) 820-8800
FACSIMILE (713) 951-3800 NEW YORK, NEW YORK
(212) 704-6000
Donald W. Brodsky www.jenkens.com PASADENA, CALIFORNIA
(713) 951-3341 (626) 578-7400
dbrodsky@jenkens.com SAN ANTONIO, TEXAS
(210) 246-5000
WASHINGTON, D.C.
(202) 326-1500
June 7, 2004
Denbury Resources Inc.
Attention: Mr. Phil Rykhoek
5100 Tennyson Parkway, Suite 3000
Plano, Texas 75024
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") filed with the
Securities and Exchange Commission on or about June 7, 2004, under the
Securities Act of 1933, as amended (the "Securities Act"), relating to 2,500,000
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. 2004 Omnibus
Stock and Incentive Plan (the "Plan").
You have requested an opinion with respect to certain legal aspects of the
issuance of the Common Stock. In connection therewith, we have examined and
relied upon originals, or copies identified to our satisfaction, of (1) the
Restated Certificate of Incorporation, and the Bylaws, as amended, of the
Company; (2) minutes and records of the corporate proceedings of the Company
with respect to the adoption of the Plan, issuance of the Common Stock pursuant
to the Plan and related matters; (3) the Registration Statement and exhibits
thereto, (4) the Plan; 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 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 Plan will be duly
issued and sold in accordance with the terms of the Plan, and pursuant to the
terms of awards 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 for issuance of Common Stock to be issued pursuant
to awards granted under the Plan, and
(3) the consideration for the Common Stock issued pursuant to exercise of
awards issued under the Plan is actually received by the Company as provided in
the 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 Plan, and pursuant to awards 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 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.
Respectfully submitted,
Jenkens & Gilchrist
A Professional Corporation
By: /s/ Donald W. Brodsky
--------------------------
Donald W. Brodsky
Authorized Signatory