EXHIBIT 5

                   [BURNET, DUCKWORTH & PALMER LETTERHEAD]


May 29, 1997


Denbury Resources Inc.
17304 Preston Rd., Suite 200
Dallas, TX 75252

Dear Sirs:

Re: Denbury Resources Inc. - Amendment to Stock Option Plan

     We have acted as counsel to Denbury Resources Inc., a Canadian  corporation
(the  "Corporation"),  in connection with the amendment to the stock option plan
of the  Corporation  made  effective  August 9, 1995,  as amended (the  "Plan"),
pursuant to which the "Common Share  Maximum"  under the Plan,  was increased by
1,193,525 Common Shares,  which increase was approved by an ordinary  resolution
of the shareholders of the Corporation at a meeting of shareholders  held on May
21, 1997.

     In connection therewith,  we have reviewed a Registration Statement on Form
S-8 relating to the registration under the United States Securities Act of 1933,
as amended (the "Act") of the additional  1,193,525 Common Shares issuable under
the Plan,  which is being filed this date with the United States  Securities and
Exchange  Commission,  and we are familiar with all  corporate  and  shareholder
proceedings  taken to date in connection with the  authorization and approval of
and amendment to the Plan.

     For the purposes of our opinion, we have examined:

             i.   the   Articles   of   Continuance   and  the  By-laws  of  the
                  Corporation, in each case, as amended to date;

            ii.   copies  of   resolutions   of  the  board  of  directors   and
                  shareholders  of the  Corporation  authorizing the increase in
                  the "Common Share Maximum" and matters related thereto;

           iii.   the Form S-8 Registration Statement under the Act;

            iv.   the Plan; and

             v.   such  other  documents  and  instruments  as  we  have  deemed
                  necessary for the expression of the opinions herein contained.


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     In conducting 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 questions of fact material to
this opinion, we have relied upon documents,  records and instruments  furnished
to us by the corporation,  without  independent  verification of their accuracy.
Unless  otherwise  defined herein,  terms used and not defined herein,  have the
meanings ascribed thereto in the Plan.

     We are qualified to practice law in the Province of Alberta and our opinion
herein is restricted to the laws of the Province of Alberta and the federal laws
of Canada applicable therein.

     Based, in reliance upon and subject to the foregoing, we are of the opinion
that the 1,193,525 Common Shares issuable pursuant to the Plan, representing the
additional Common Shares issuable under the Plan pursuant to the increase in the
"Common Share Maximum" under the Plan,  will, when issued in accordance with the
terms and conditions of the plan, and upon receipt by the Corporation of payment
in full of the  exercise  price  therefor,  be validly  issued as fully paid and
non-assessable Common Shares of the Corporation.

     We hereby  consent to the filing of this  opinion as an exhibit to the Form
S-8 Registration Statement filed by Denbury Resources Inc. under the Act.

     This  opinion is being  furnished  for the sole  benefit  of the  addressee
hereof and may not be relied upon or  distributed  to any other person or entity
or for any other purpose  without our express written  consent.  This opinion is
given as at the date hereof and we disclaim any  obligation  or  undertaking  to
advise any  person of any change in law or fact which may come to our  attention
after the date hereof.

Your very truly,


Burnet, Duckworth & Palmer


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