EXHIBIT 5
LEGAL OPINION Austin, Texas
(512) 499-3800
Jenkens & Gilchrist
A PROFESSIONAL CORPORATION Dallas, Texas
(214) 855-4500
225 WEST WASHINGTON
SUITE 2600 Houston, Texas
CHICAGO, ILLINOIS 60606 (713) 951-3300
(312) 425-3900 Los Angeles, California
(310) 820-8800
TELECOPIER (312) 425-3909
San Antonio, Texas
June 12, 2000 (210) 246-5000
www.jenkens.com Washington, DC
(202) 326-1500
Denbury Resources Inc.
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") to be filed
with the Securities and Exchange Commission on or about June 13, 2000, under the
Securities Act of 1933, as amended (the "Securities Act"), relating to an
additional 500,000 shares (the "Shares") of the $0.001 par value common stock
(the "Common Stock") of the Company that have been or may be issued by the
Company under the Denbury Resources Inc. Employee Stock Purchase Plan (the
"Plan").
You have requested an opinion with respect to certain legal aspects of the
filing. 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 establishment 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.
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Based upon our examination, consideration of, and reliance on 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,
(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 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 Brodsky
------------------------
Donald W. Brodsky
Authorized Signatory
DLS:tjm
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