EXHIBIT 8(b)
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
Andrius R. Kontrimas SAN ANTONIO, TEXAS
(713) 951-3303 (210) 246-5000
March 2, 1999
WASHINGTON, D.C.
(202) 326-1500
Denbury Resources Inc.
17304 Preston Road, Suite 200
Dallas, Texas 75252
Ladies and Gentlemen:
We have acted as counsel to Denbury Resources, Inc., a corporation
constituted under the Canada Business Corporations Act (the "Company"), in
connection with the domestication of the Company into Delaware (the
"Continuation") and the subsequent liquidation of Denbury Management, Inc.
("DMI") into the resulting Delaware corporation ("DRI Delaware"), as described
in the Form S-4 registration statement filed with the Securities and Exchange
Commission (the "Commission") on December 23, 1998 (as thereafter amended from
time to time and together with all exhibits thereto, the "Registration
Statement"). Except as otherwise indicated, capitalized terms used herein shall
have the meanings assigned to them in the Registration Statement.
Set forth below are our opinions and the assumptions and documents upon
which we have relied in rendering our opinions.
A. Documents Reviewed
In connection with the opinions rendered below, we have reviewed and
relied upon the following documents:
1. the Registration Statement,
2. the Merger Agreement,
3. the Certificate of the Company attached hereto as Exhibit "A",
and
4. such other documents as we have deemed necessary or
appropriate for purposes of this opinion.
8(b) - 1
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
Denbury Resources, Inc.
March 2, 1999
Page 2
B. Assumptions
In connection with the opinions rendered below, we have assumed:
1. that all signatures on all documents submitted to us are
genuine, that all documents submitted to us as originals are
authentic, that all documents submitted to us as copies are accurate,
that all information submitted to us is accurate and complete, and
that all persons executing and delivering originals or copies of
documents examined by us are competent to execute and/or deliver such
documents; and
2. that the Continuation, Merger and the other transactions
specified in the Registration Statement to be effected on or prior to
the Closing Date will be consummated as contemplated in the
Registration Statement and without waiver of any material provision
thereof.
C. Opinions
Based solely upon the documents and assumptions set forth above, and
conditioned upon the initial and continuing accuracy of the factual
representations set forth in the Certificate as of the date hereof and as
of the date of the effective times of the Continuation, it is our opinion
that:
(a) the Continuation will be a reorganization within the meaning
of Section 368(a) of the Code; and
(b) the descriptions of the law and the legal conclusions
contained in the Registration Statement under the caption "Material
United States Federal Income Tax Consequences to Shareholders of the
Continuance and the Merger" and "Material United States Federal Income
Tax Consequences to Company of the Continuation and the Merger" as
they relate to the Continuation and the Merger are correct in all
material respects and that the discussion thereunder fairly summarizes
the United States federal income tax consequences of the Continuation
and the Merger that are likely to be material to the Company and the
U.S. Shareholders and non-U.S. Shareholders of the Company.
D. Limitations
1. Except as otherwise indicated, the opinions contained in this
letter are based upon the Code and its legislative history, the
Treasury regulations promulgated thereunder (the "Regulations"),
judicial decisions, and current administrative rulings and practices
of the Internal Revenue Service, all as in effect on the date of this
letter. These authorities may be amended or revoked at any time. Any
such changes may or may not be retroactive with respect to
transactions entered into or contemplated prior to the effective date
thereof and could significantly alter the conclusions reached in this
letter. There is no assurance
8(b) - 2
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
Denbury Resources, Inc.
March 2, 1999
Page 3
that legislative, judicial, or administrative changes will not occur
in the future. We assume no obligation to update or modify this letter
to reflect any developments that may occur after the date of this
letter.
2. The opinions expressed herein represent counsel's best legal
judgment and are not binding upon the Internal Revenue Service or the
courts and are dependent upon the accuracy and completeness of the
documents we have reviewed under the circumstances, the assumptions
made and the factual representations contained in the Certificate. To
the extent that any of the factual representations provided to us in
the Certificate is with respect to matters set forth in the Code or
the Regulations, we have reviewed with the individuals making such
factual representations the relevant portions of the Code and the
applicable Regulations and are reasonably satisfied that such
individuals understand such provisions and are capable of making such
factual representations. We have made no independent investigation of
the facts contained in the documents and assumptions set forth above,
the factual representations set forth in the Certificate or the
Registration Statement. No facts have come to our attention, however,
that would cause us to question the accuracy and completeness of such
facts or documents in a material way. Any material inaccuracy or
incompleteness in these documents, assumptions or factual
representations (whether made by the Company) could adversely affect
the opinions stated herein.
3. We are expressing opinions only as to those matters expressly
set forth in Section C above. No opinion should be inferred as to any
other matters, including any other transactions described in the
Registration Statement. This opinion does not address the various
state, local or foreign tax consequences that may result from the
Continuation or Merger. In addition, no opinion is expressed as to any
federal income tax consequence of the Continuation or Merger, except
as specifically set forth herein, and this opinion may not be relied
upon except with respect to the consequences specifically discussed
herein.
4. This opinion letter is issued for your benefit and the U.S.
Shareholders and non-U.S. Shareholders of the Company and no other
person or entity may rely hereon without our express written consent.
This opinion letter may be filed as an exhibit to the Registration
Statement. Furthermore, we consent to the reference to Jenkens &
Gilchrist, a Professional Corporation, under the captions "Legal
Matters" and "United States Federal Income Tax Consequences." In
giving this consent, we do not thereby admit that we are within the
category of persons whose consent is required under section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of
the Commission promulgated thereunder.
8(b) - 3
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
Denbury Resources, Inc.
March 2, 1999
Page 4
Very truly yours,
JENKENS & GILCHRIST,
a Professional Corporation
By:
------------------------------------------
Andrius R. Kontrimas, Authorized Signatory
ARK/bn
8(b) - 4