EXHIBIT 5(a)
Jenkens & Gilchrist
A P R O F E S S I O N A L C O R P O R A T I O N
AUSTIN, TEXAS
1100 Louisiana (512) 499-3800
Suite 1800
Houston, Texas 77002 DALLAS, TEXAS
(214) 855-4500
(713) 951-3300
Telecopier (713) 951-3314 LOS ANGELES, CALIFORNIA
(310) 820-8800
WRITER'S DIRECT DIAL NUMBER
Donald W. Brodsky SAN ANTONIO, TEXAS
(713) 951-3341 (210) 246-5000
March __, 1999
WASHINGTON, D.C.
(202) 326-1500
Denbury Resources Inc.
17304 Preston Road, Suite 200
Dallas, Texas 75252
Re: Opinion as to Legality of Organization and Certain Securities
of Denbury Resources Inc.
Ladies and Gentlemen:
We have acted as U.S. securities counsel to Denbury Resources Inc., a
corporation formed under the Canada Business Corporations Act (the "Company"),
in connection with the move of corporate domicile of the Company from Canada to
the United States as a Delaware corporation and the registration under the
Securities Act of 1933, as amended ("Securities Act"), of 31,976,538 shares of
common stock to be issued to the shareholders of the Company upon the change of
corporate domicile. This change of corporate domicile is being submitted to the
shareholders of the Company for approval, along with several other proposals,
all as described in a Proxy Statement/Prospectus (the "Prospectus") contained in
a registration statement (File Number 333-69577), as amended (the "Registration
Statement"), on Form S-4 first filed with the Securities and Exchange Commission
on December 23, 1998.
We have examined (i) the Prospectus and Registration Statement, (ii)
the proposed Certificate of Incorporation and Certificate of Domestication
proposed to be filed upon the domestication of the Company as a Delaware
corporation, (iii) corporate proceedings of the Company and (iv) such other
records, documents, opinions, and instruments as in our judgment are necessary
or appropriate to enable us to render this opinion. We have made such legal and
factual determinations as we have deemed relevant.
Based upon our examination and consideration of the foregoing, subject
to the comments, assumptions, exceptions, qualifications and limitations set
forth below, we are of the opinion that:
1. upon filing with the Delaware Secretary of State of the proposed
Certificate of Incorporation and Certificate of Domestication and
Certificate of Discontinuance by the Director of the Canada Business
Corporations Act, in the form contained
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as exhibits to the Prospectus, the Company will become a corporation
duly organized, validly existing and in good standing under the laws
of the State of Delaware; and
2. upon domestication of the Company as a Delaware corporation, the
shares of the Delaware corporation to be issued to the shareholders of
the Company will be duly authorized, validly issued, fully paid and
non-assessable securities of the Delaware corporation.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to reference being made to our firm under the caption
"Legal Matters" in the Prospectus. In giving this consent, this firm does not
thereby admit that it comes into the category of persons whose consent is
required under Section 7 of the Securities Act or the rules and regulations of
the Commission promulgated thereunder.
Sincerely yours,
JENKENS & GILCHRIST,
A Professional Corporation
By:
-------------------------
Donald W. Brodsky
Authorized Signatory on
Behalf of the Corporation
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