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EXHIBIT 5.2
[RICHARDS, LAYTON & FINGER, P.A.]
P. O. BOX 551
WILMINGTON, DELAWARE 19899
June 25, 2001
Burlington Resources Capital I
Burlington Resources Capital II
c/o Burlington Resources Inc.
5051 Westheimer, Suite 1400
Houston, Texas 77056
Re: Burlington Resources Capital I and Burlington Resources Capital II
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Ladies and Gentlemen:
We have acted as special Delaware counsel for Burlington Resources Capital
I, a Delaware business trust ("Trust I"), and Burlington Resources Capital II, a
Delaware business trust ("Trust II") (Trust I and Trust II are hereinafter
collectively referred to as the "Trusts" and sometimes hereinafter individually
referred to as a "Trust"), in connection with the matters set forth herein. At
your request, this opinion is being furnished to you.
For purposes of giving the opinions hereinafter set forth, our examination
of documents has been limited to the examination of originals or copies of the
following:
(a) The Certificate of Trust of Trust I, as filed with the Secretary of
State on May 6, 1998;
(b) The Certificate of Trust of Trust II, as filed with the Secretary of
State on May 6, 1998;
(c) The Trust Agreement of Trust I, dated as of May 6, 1998 among
Burlington Resources Inc. (the "Company") and the trustees of Trust I named
therein;
(d) The Trust Agreement of Trust II, dated as of May 6, 1998 among the
Company and the trustees of Trust II named therein;
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June 25, 2001
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(e) Amendment No. 1 to the Registration Statement (the "Registration
Statement") on Form S-3, including a preliminary prospectus with respect to the
Trusts (the "Prospectus"), relating to the Trust Preferred Securities of the
Trusts representing preferred beneficial interests in the Trusts (each, a
"Preferred Security" and collectively, the "Preferred Securities"), as filed by
the Company and the Trusts with the Securities and Exchange Commission on June
6, 2001;
(f) A form of Amended and Restated Trust Agreement for each of the Trusts,
to be entered into between the Company, the trustees of the Trust named therein,
and the holders, from time to time, of the undivided beneficial interests in the
assets of such Trust (including Exhibits C and D thereto) (collectively, the
"Trust Agreements" and individually, a "Trust Agreement"), attached as an
exhibit to the Registration Statement; and
(g) A Certificate of Good Standing for each of the Trusts, dated June 6,
2001, obtained from the Secretary of State.
Initially capitalized terms used herein and not otherwise defined are used
as defined in the Trust Agreements.
For purposes of this opinion, we have not reviewed any documents other
than the documents listed in paragraphs (a) through (g) above. In particular, we
have not reviewed any document (other than the documents listed in paragraphs
(a) through (g) above) that is referred to in or incorporated by reference into
the documents reviewed by us. We have assumed that there exists no provision in
any document that we have not reviewed that is inconsistent with the opinions
stated herein. We have conducted no independent factual investigation of our own
but rather have relied solely upon the foregoing documents, the statements and
information set forth therein and the additional matters recited or assumed
herein, all of which we have assumed to be true, complete and accurate in all
material respects. NOTWITHSTANDING THE FOREGOING, WE BELIEVE THAT WE HAVE
REVIEWED ALL DOCUMENTS NECESSARY TO RENDER THE OPINIONS SET FORTH HEREIN.
With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii) the
conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.
For purposes of this opinion, we have assumed (i) that each of the Trust
Agreements will constitute the entire agreement among the parties thereto with
respect to the subject matter thereof, including with respect to the creation,
operation and termination of the applicable Trust, and that the Trust Agreements
and the Certificates of Trust will be in full force and effect and will not be
amended, (ii) except to the extent provided in paragraph 1 below, the due
organization or due formation, as the case may be, and valid existence in good
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June 25, 2001
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standing of each party to the documents examined by us under the laws of the
jurisdiction governing its organization or formation, (iii) the legal capacity
of natural persons who are parties to the documents examined by us, (iv) that
each of the parties to the documents examined by us has the power and authority
to execute and deliver, and to perform its obligations under, such documents,
(v) the due authorization, execution and delivery by all parties thereto of all
documents examined by us, (vi) the receipt by each Person to whom a Preferred
Security is to be issued by the Trusts (collectively, the "Preferred Security
Holders") of a Preferred Security Certificate for such Preferred Security and
the payment for such Preferred Security, in accordance with the Trust Agreements
and the Registration Statement, and (vii) that the Preferred Securities are
authenticated, issued and sold to the Preferred Security Holders in accordance
with the Trust Agreements and the Registration Statement. We have not
participated in the preparation of the Registration Statement or the Prospectus
and assume no responsibility for their contents.
This opinion is limited to the laws of the State of Delaware (excluding
the securities laws of the State of Delaware), and we have not considered and
express no opinion on the laws of any other jurisdiction, including federal laws
and rules and regulations relating thereto. Our opinions are rendered only with
respect to Delaware laws and rules, regulations and orders thereunder which are
currently in effect.
Based upon the foregoing, and upon our examination of such questions of
law and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:
1. Each of the Trusts has been duly created and is validly existing in
good standing as a business trust under the Business Trust Act.
2. The Preferred Securities of each Trust will represent valid and,
subject to the qualifications set forth in paragraph 3 below, fully paid and
nonassessable beneficial interests in the assets of the applicable Trust.
3. The Preferred Security Holders, as beneficial owners of the applicable
Trust, will be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware. We note that the Preferred Security
Holders may be obligated to make payments as set forth in the Trust Agreement.
We consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement. We hereby consent to the
use of our name under the heading "Legal Matters" in the Prospectus. In giving
the foregoing consents, we do not thereby admit that we come within the category
of persons whose consent is
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required under Section 7 of the Securities Act of 1933, as amended, or the rules
and regulations of the Securities and Exchange Commission thereunder. THIS
OPINION MAY ALSO BE RELIED UPON BY CAHILL GORDON & REINDEL IN CONNECTION WITH
THE DELIVERY OF ITS OPINION REGARDING THE TRUST.
Very truly yours,
/s/ RICHARDS, LAYTON & FINGER, P.A.
EAM