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EXHIBIT 5.1
[LETTERHEAD OF CAHILL GORDON & REINDEL]
[80 Pine Street]
[New York, NY 10005]
[John Schuster, Esq.]
June 27, 2001
Burlington Resources Inc.
5051 Westheimer, Suite 1400
Houston, TX 77056-2124
Burlington Resources Capital I
c/o Burlington Resources Inc.
5051 Westheimer, Suite 1400
Houston, TX 77056-2124
Burlington Resources Capital II
c/o Burlington Resources Inc.
5051 Westheimer, Suite 1400
Houston, TX 77056-2124
Burlington Resources Finance Company
c/o Burlington Resources Inc.
5051 Westheimer, Suite 1400
Houston, TX 77056-2124
Re: Registration Statement on Form S-3 (Registration No. 333-61600)
Ladies and Gentlemen:
We have acted as special U.S. counsel to Burlington Resources
Inc., a Delaware corporation (the "Company") and to Burlington Resources Capital
I and Burlington Resources Capital II, each a
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statutory business trust formed under Delaware law (each, a "Trust") and
Burlington Resources Finance Company, an unlimited liability company organized
under the laws of Nova Scotia, Canada ("Finance Company", and together with the
Company and the Trusts, the "Registrants") in connection with the Registration
Statement on Form S-3, Registration No. 333-61600, as amended through the date
hereof (the "Registration Statement"), filed by the Registrants with the
Securities and Exchange Commission. The Registration Statement relates to the
issuance and sale from time to time, pursuant to Rule 415 of the rules and
regulations promulgated under the Securities Act of 1933, as amended (the
"Act"), of the following securities with an aggregate initial offering price of
up to $1,500,000,000, as shall be designated by the Registrants: (i) senior debt
securities of the Company, in one or more series (the "Senior Debt Securities"),
which are to be issued under a senior indenture proposed to be executed between
the Company and Citibank, N.A., as Trustee (the "Senior Indenture"), the form of
which is filed as an exhibit to the Registration Statement, (ii) subordinated
debt securities of the Company, in one or more series (the "Subordinated Debt
Securities"), which are to be issued under a subordinated indenture proposed to
be executed between the Company and Citibank, N.A., as Trustee (the
"Subordinated Indenture"), the form of which is filed as an exhibit to the
Registration Statement, (iii) shares of common stock of the Company, par value
$.01 per share (the "Common Stock"), (iv) shares of preferred stock of the
Company (the "Preferred Stock"), (v) securities issued by each Trust in the form
of trust preferred securities (the "Trust Preferred Securities"), which are
proposed to be issued under the applicable declaration of trust pursuant to
which such Trust is organized (each, as amended and restated prior to such
issuance, in the form of which is filed as an exhibit to the Registration
Statement, a "Declaration of Trust"), (vi) guarantees by the Company of the
Trust Preferred Securities (the "Trust Guarantees") pursuant to a guarantee
agreement (each, a "Trust Guarantee Agreement"), the form of which is filed as
an exhibit to the Registration Statement, (vii ) debt securities of Finance
Company (the "Finance Debt Securities"), which are to be issued under an
indenture between Finance Company and Citibank, N.A., as Trustee (the "Finance
Indenture"), the form of which is incorporated by reference as an exhibit to the
Registration Statement and (viii) guarantees of the Company of the Finance Debt
Securities (the "Finance Guarantees") pursuant to a guarantee agreement (the
"Finance Guarantee Agreement"), the form of which is incorporated by reference
as an exhibit to the Registration Statement. The Senior Debt Securities, the
Subordinated Debt Securities, the Common Stock, the Preferred Stock, the Trust
Preferred Securities, the Trust Guarantees, the Finance Debt Securities and the
Finance Guarantees are referred to collectively as the "Securities" and
individually as a "Security".
In connection with this opinion, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of such corporate
records, documents, certificates and instruments as we deemed necessary and
appropriate to enable us to render the opinion expressed below.
In our examination, we have assumed (a) the authenticity of
original documents and the genuineness of all signatures, (b) the conformity to
the originals of all documents submitted to us as copies, (c) the truth,
accuracy and completeness of the information, representations and warranties
contained in the records, documents, instruments and certificates we have
reviewed and (d) the due authorization, execution and delivery of each document
named below by each party other than the Company.
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We advise you that, in our opinion:
(a) With respect to the shares of Common Stock, when (i) the
Registration Statement, as finally amended (including all necessary
post-effective amendments), has become effective under the Act; (ii) an
appropriate prospectus supplement or term sheet with respect to the
Common Stock has been prepared, delivered and filed in compliance with
the Act and the applicable rules and regulations promulgated
thereunder; (iii) if the Common Stock is to be sold pursuant to a firm
commitment underwritten offering, an underwriting agreement with
respect to the Common Stock has been duly authorized, executed and
delivered by the Company and the other parties thereto; (iv) the Board
of Directors, including any appropriate committee appointed thereby,
and appropriate officers of the Company have taken all necessary
corporate action to approve the issuance of the Common Stock and
related matters; (v) the terms of the issuance and sale of the Common
Stock have been duly established in conformity with the Certificate of
Incorporation and the By-laws of the Company so as not to violate any
applicable law, the Certificate of Incorporation or the By-laws of the
Company or result in default under or breach of any agreement or
instrument binding upon the Company and so as to comply with any
requirement or restriction imposed by any court or governmental body
having jurisdiction over the Company; and (vi) certificates
representing the shares of Common Stock have been duly executed,
countersigned, registered and delivered upon payment of the agreed-upon
consideration therefor (provided that such consideration is not less
than the par value thereof), the shares of Common Stock (including any
Common Stock duly issued upon conversion of any other Security), when
issued and sold in accordance with the applicable underwriting
agreement or any other duly authorized, executed and delivered valid
and binding purchase or agency agreement, will be duly authorized,
validly issued, fully paid and nonassessable.
(b) With respect to the shares of Preferred Stock, when (i)
the Registration Statement, as finally amended (including all necessary
post-effective amendments), has become effective under the Act; (ii) an
appropriate prospectus supplement or term sheet with respect to the
Preferred Stock has been prepared, delivered and filed in compliance
with the Act and the applicable rules and regulations promulgated
thereunder; (iii) if the Preferred Stock is to be sold pursuant to a
firm commitment underwritten offering, an underwriting agreement with
respect to the Preferred Stock has been duly authorized, executed and
delivered by the Company and the other parties thereto; (iv) the Board
of Directors, including any appropriate committee appointed thereby,
and appropriate officers of the Company have taken all necessary
corporate action to approve the issuance and terms of the Preferred
Stock and related matters, including the adoption of a Certificate of
Designation for the Preferred Stock in accordance with the applicable
provisions of Delaware law (the "Certificate of Designation"); (v) the
filing of the Certificate of Designation with the Secretary of State of
the State of Delaware has duly occurred; (vi) the terms of the
Preferred Stock and of their issuance and sale have been duly
established in conformity with the Company's Certificate of
Incorporation, including the Certificate of Designation related to the
Preferred Stock, and the By-laws of the Company so as not to violate
any applicable law, the Certificate of Incorporation or the By-laws of
the Company or result in default under or breach of
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any agreement or instrument binding upon the Company and so as to
comply with any requirement or restriction imposed by any court or
governmental body having jurisdiction over the Company; and (vii)
certificates representing the shares of Preferred Stock have been duly
executed, countersigned, registered and delivered upon payment of the
agreed-upon consideration therefor (provided that such consideration is
not less than the par value thereof), the shares of Preferred Stock
(including any Preferred Stock duly issued upon conversion of any other
Security), when issued and sold in accordance with the applicable
underwriting agreement or any other duly authorized, executed and
delivered valid and binding purchase or agency agreement, will be duly
authorized, validly issued, fully paid and nonassessable.
(c) With respect to the Senior Debt Securities, when (i) the
Registration Statement, as finally amended (including all necessary
post-effective amendments), has become effective under the Act; (ii)
the Senior Indenture has been duly authorized, executed and delivered
by the Company and the other parties thereto and duly qualified under
the Trust Indenture Act of 1939, as amended (the "TIA"); (iii) an
appropriate prospectus supplement or term sheet with respect to the
Senior Debt Securities has been prepared, delivered and filed in
compliance with the Act and the applicable rules and regulations
promulgated thereunder; (iv) if the Senior Debt Securities are to be
sold pursuant to a firm commitment underwritten offering, an
underwriting agreement with respect to the Senior Debt Securities has
been duly authorized, executed and delivered by the Company and the
other parties thereto; (v) the Board of Directors, including any
appropriate committee appointed thereby, and appropriate officers of
the Company have taken all necessary corporate action to approve the
issuance and terms of the Senior Debt Securities and related matters;
(vi) the terms of the Senior Debt Securities and their issuance and
sale have been duly established in conformity with the Senior Indenture
so as not to violate any applicable law, the Certificate of
Incorporation or the By-laws of the Company or result in default under
or breach of any agreement or instrument binding upon the Company and
so as to comply with any requirement or restriction imposed by any
court or governmental body having jurisdiction over the Company; and
(vii) the Senior Debt Securities have been duly executed and
authenticated in accordance with the provisions of the Senior Indenture
and duly delivered to the purchasers thereof upon payment of the
agreed-upon consideration therefor, the Senior Debt Securities, when
issued and sold in accordance with the provisions of the Senior
Indenture and in accordance with the applicable underwriting agreement,
if any, or any other duly authorized, executed and delivered valid and
binding purchase or agency agreement, will constitute valid and binding
obligations of the Company enforceable against the Company in
accordance with their terms, except as enforcement thereof may be
limited by (a) bankruptcy, insolvency, reorganization, fraudulent
conveyance or transfer, moratorium or other laws now or hereafter in
effect related to or affecting creditors' rights generally and (b)
general principles of equity (regardless of whether enforceability is
considered in a proceeding at law or in equity).
(d) With respect to the Subordinated Debt Securities, when (i)
the Registration Statement, as finally amended (including all necessary
post-effective amendments), has become effective under the Act; (ii)
the Subordinated Indenture has been duly authorized, executed and
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delivered by the Company and the other parties thereto and duly
qualified under the TIA; (iii) an appropriate prospectus supplement or
term sheet with respect to the Subordinated Debt Securities has been
prepared, delivered and filed in compliance with the Act and the
applicable rules and regulations promulgated thereunder; (iv) if the
Subordinated Debt Securities are to be sold pursuant to a firm
commitment underwritten offering, an underwriting agreement with
respect to the Subordinated Debt Securities has been duly authorized,
executed and delivered by the Company and the other parties thereto;
(v) the Board of Directors, including any appropriate committee
appointed thereby, and appropriate officers of the Company have taken
all necessary corporate action to approve the issuance and terms of the
Subordinated Debt Securities and related matters; (vi) the terms of the
Subordinated Debt Securities and their issuance and sale have been duly
established in conformity with the Subordinated Indenture so as not to
violate any applicable law, the Certificate of Incorporation or the
By-laws of the Company or result in default under or breach of any
agreement or instrument binding upon the Company and so as to comply
with any requirement or restriction imposed by any court or
governmental body having jurisdiction over the Company; and (vii) the
Subordinated Debt Securities have been duly executed and authenticated
in accordance with the provisions of the Subordinated Indenture and
duly delivered to the purchasers thereof upon payment of the
agreed-upon consideration therefor, the Subordinated Debt Securities,
when issued and sold in accordance with the provisions of the
Subordinated Indenture and in accordance with the applicable
underwriting agreement, if any, or any other duly authorized, executed
and delivered valid and binding purchase or agency agreement, will
constitute valid and binding obligations of the Company enforceable
against the Company in accordance with their terms, except as
enforcement thereof may be limited by (a) bankruptcy, insolvency,
reorganization, fraudulent conveyance or transfer, moratorium or other
laws now or hereafter in effect related to or affecting creditors'
rights generally and (b) general principles of equity (regardless of
whether enforceability is considered in a proceeding at law or in
equity).
(e) With respect to the Finance Debt Securities, when (i) the
Registration Statement, as finally amended (including all necessary
post-effective amendments), has become effective under the Act; (ii)
the Finance Indenture has been duly qualified under the TIA; (iii) an
appropriate prospectus supplement or term sheet with respect to the
Finance Debt Securities has been prepared, delivered and filed in
compliance with the Act and the applicable rules and regulations
promulgated thereunder; (iv) if the Finance Debt Securities are to be
sold pursuant to a firm commitment underwritten offering, an
underwriting agreement with respect to the Finance Debt Securities has
been duly authorized, executed and delivered by Finance Company and the
other parties thereto; (v) the Board of Directors of Finance Company,
including any appropriate committee appointed thereby, and appropriate
officers of Finance Company have taken all necessary action to approve
the issuance and terms of the Finance Debt Securities and related
matters; (vi) the terms of the Finance Debt Securities and their
issuance and sale have been duly established in conformity with the
Finance Indenture so as not to violate any applicable law, the
Memorandum of Association or the Articles of Association of Finance
Company or result in default under or breach of any agreement or
instrument binding upon Finance Company and so as to comply with any
requirement or restriction imposed by any court or governmental body
having jurisdiction
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over Finance Company; and (vii) the Finance Debt Securities have been
duly executed and authenticated in accordance with the provisions of
the Finance Indenture and duly delivered to the purchasers thereof upon
payment of the agreed-upon consideration therefor, the Finance Debt
Securities, when issued and sold in accordance with the provisions of
the Finance Indenture and in accordance with the applicable
underwriting agreement, if any, or any other duly authorized, executed
and delivered valid and binding purchase or agency agreement, will
constitute valid and binding obligations of Finance Company enforceable
against Finance Company in accordance with their terms, except as
enforcement thereof may be limited by (a) bankruptcy, insolvency,
reorganization, fraudulent conveyance or transfer, moratorium or other
laws now or hereafter in effect related to or affecting creditors'
rights generally and (b) general principles of equity (regardless of
whether enforceability is considered in a proceeding at law or in
equity).
(f) With respect to the Finance Guarantees, when (i) the
Registration Statement, as finally amended (including all necessary
post-effective amendments), has become effective under the Act; (ii)
the Finance Guarantee Agreement has been duly qualified under the TIA;
(iii) an appropriate prospectus supplement or term sheet with respect
to the Finance Debt Securities and the Finance Guarantees has been
prepared, delivered and filed in compliance with the Act and the
applicable rules and regulations promulgated thereunder; (iv) the terms
of the Finance Debt Securities have been established in accordance with
the Finance Indenture; (v) the Finance Debt Securities have been duly
issued and executed in accordance with the Finance Indenture and paid
for in the manner contemplated in the Registration Statement or any
prospectus relating thereto; (vi) if the Finance Debt Securities and
Finance Guarantees are to be sold pursuant to a firm commitment
underwritten offering, an underwriting agreement with respect to such
Securities has been duly authorized, executed and delivered by Finance
Company and the other parties thereto; (vii) the Board of Directors,
including any appropriate committee appointed thereby, and appropriate
officers of the Company have taken all necessary corporate action to
approve the issuance and terms of the Finance Guarantees and related
matters; (viii) the terms of the Finance Guarantees and of their
issuance and sale have been duly established in conformity with the
Finance Guarantee Agreement so as not to violate any applicable law,
the Certificate of Incorporation or the By-laws of the Company or
result in default under or breach of any agreement or instrument
binding upon the Company and so as to comply with any requirement or
restriction imposed by any court or governmental body having
jurisdiction over the Company; and (ix) the Finance Guarantees have
been duly executed and delivered in accordance with the provisions of
the Finance Guarantee Agreement, the Finance Guarantees, when issued in
accordance with the Finance Guarantee Agreement, will constitute valid
and binding obligations of the Company enforceable against the Company
in accordance with their terms, except as enforcement thereof may be
limited by (a) bankruptcy, insolvency, reorganization, fraudulent
conveyance or transfer, moratorium or other laws now or hereafter in
effect related to or affecting creditors' rights generally and (b)
general principles of equity (regardless of whether enforceability is
considered in a proceeding at law or in equity).
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(g) With respect to the Trust Guarantees, when (i) the
Registration Statement, as finally amended (including all necessary
post-effective amendments), has become effective under the Act; (ii)
the applicable Trust Guarantee Agreement has been duly authorized,
executed and delivered by the Company and the other parties thereto and
duly qualified under the TIA; (iii) an appropriate prospectus
supplement or term sheet with respect to the Trust Preferred Securities
and the Trust Guarantees has been prepared, delivered and filed in
compliance with the Act and the applicable rules and regulations
promulgated thereunder; (iv) the Declaration of Trust of the applicable
Trust has been duly authorized, executed and delivered by the parties
thereto; (v) the terms of the Trust Preferred Securities have been
established in accordance with the applicable Declaration of Trust;
(vi) the Trust Preferred Securities have been duly issued and executed
in accordance with the applicable Declaration of Trust and paid for in
the manner contemplated in the Registration Statement or any prospectus
relating thereto; (vii) if the Trust Preferred Securities and the Trust
Guarantees are to be sold pursuant to a firm commitment underwritten
offering, an underwriting agreement with respect to such Securities has
been duly authorized, executed and delivered by the applicable Trust
and the other parties thereto; (viii) the Board of Directors, including
any appropriate committee appointed thereby, and appropriate officers
of the Company have taken all necessary corporate action to approve the
issuance and terms of the Trust Guarantees and related matters; (ix)
the terms of the Trust Guarantees and of their issuance and sale have
been duly established in conformity with the applicable Trust Guarantee
Agreement so as not to violate any applicable law, the Certificate of
Incorporation or the By-laws of the Company or result in default under
or breach of any agreement or instrument binding upon the Company and
so as to comply with any requirement or restriction imposed by any
court or governmental body having jurisdiction over the Company; and
(x) the Trust Guarantees have been duly executed and delivered in
accordance with the provisions of the applicable Trust Guarantee
Agreement, the Trust Guarantees, when issued in accordance with the
applicable Trust Guarantee Agreement, will constitute valid and binding
obligations of the Company enforceable against the Company in
accordance with their terms, except as enforcement thereof may be
limited by (a) bankruptcy, insolvency, reorganization, fraudulent
conveyance or transfer, moratorium or other laws now or hereafter in
effect related to or affecting creditors' rights generally and (b)
general principles of equity (regardless of whether enforceability is
considered in a proceeding at law or in equity).
In rendering the opinion set forth above, we express no
opinion as to the laws of any jurisdiction other than the laws of the State of
New York, the General Corporation law of the State of Delaware, including the
applicable provisions of the Delaware Constitution and the reported judicial
decisions interpreting the laws, and the federal laws of the United States of
America. The Securities may be issued from time to time on a delayed or
continuous basis, and our opinion is limited to the laws as in effect on the
date hereof.
With respect to opinions (e) and (f) above, we have relied on
the opinion of Stewart McKelvey Stirling Scales dated as of the date hereof, as
to the due organization and valid existence of the Finance Company. With respect
to opinion (g) above, we have relied on the opinion of Richards,
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Layton & Finger, P.A., dated as of the date hereof, as to the Trusts and the
validity and legality of the Trust Preferred Securities and related documents
(other than the Trust Guarantees).
We hereby consent to the incorporation by reference of this
opinion as an exhibit to the Registration Statement and to the reference of our
firm under the caption "Legal Matters" in the Registration Statement and the
prospectus forming a part thereof. Our consent to such reference does not
constitute a consent under Section 7 of the Act, as in consenting to such
reference we have not certified any part of the Registration Statement and do
not otherwise come within the categories of persons whose consent is required
under Section 7 or under the rules and regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
/s/ Cahill Gordon & Reindel
Cahill Gordon & Reindel