EXHIBIT 5
[JENKENS & GILCHRIST LETTERHEAD]
October 22, 2001
Denbury Resources Inc.
5100 Tennyson Pkwy., Ste. 3000
Plano, Texas 75024
Ladies and Gentlemen:
We have acted as securities counsel to Denbury Resources Inc.,
a Delaware corporation ("Denbury"), and the following subsidiaries of Denbury:
Denbury Energy Services, Inc., a Texas corporation, Denbury Marine, L.L.C., a
Louisiana limited liability company, and Denbury Offshore, Inc., a Delaware
corporation (the "Subsidiary Guarantors"), in connection with the registration
statement filed by Denbury on Form S-4 (the "Registration Statement"), under the
Securities Act of 1933, as amended (the "Act"), relating to the proposed
exchange of up to $75,000,000 in principal amount of Denbury's new 9% Series B
Senior Subordinated Notes Due 2008 (the "New Notes") for the same principal
amount of Denbury's issued and outstanding, privately placed 9% Series B Senior
Subordinated Notes due 2008 (the "Old Notes"). Denbury's payment obligations
under the Old Notes are jointly and severally guaranteed by the Subsidiary
Guarantors (the "Old Guarantees"), and Denbury's payment obligations under the
New Notes will be jointly and severally guaranteed by the Subsidiary Guarantors
(the "New Guarantees"). The Old Notes and Old Guarantees were issued, and New
Notes and New Guarantees are to be issued, pursuant to the Indenture, dated as
of August 15, 2001 (the "Indenture") filed as Exhibit 4 (c) to the Registration
Statement, among Denbury, the Subsidiary Guarantors and The Chase Manhattan Bank
(the "Trustee").
In connection with the foregoing, we have examined, among other things,
the Registration Statement, the Indenture filed as Exhibit 4 (c) to the
Registration Statement, the form of the New Notes and originals or copies of all
corporate records and of all agreements, certificates and other documents that
we have deemed relevant and necessary as a basis for the opinions hereinafter
expressed.
Denbury Resources Inc.
October 22, 2001
Page 2
In addition, we have made other investigations of applicable law that
we have deemed necessary to enable us to provide you with the opinions hereafter
expressed. In conducting our examination, we have assumed the genuineness of all
signatures, the legal capacity of all individual signatories, the accuracy of
all documents submitted to us as originals and the conformity to originals of
all documents submitted to us as copies. In addition, we have assumed and
without independent investigation have relied upon the factual accuracy of the
representations, warranties and other information contained in the items we
examined. As to any facts material to the opinions hereafter expressed that were
not independently established or verified, we have relied upon the statements or
certificates of officers of Denbury, the Subsidiary Guarantors, public officials
and others.
We have assumed that the Trustee has the requisite power and authority
to enter into and perform its obligations under the Indenture, that the
Indenture has been duly authorized, executed and delivered by the Trustee, and
that the Indenture constitutes a legal, valid and binding obligation of the
Trustee, enforceable against the Trustee in accordance with its terms.
Based upon the foregoing, and subject to the limitations,
qualifications and assumptions set forth herein, we are of the opinion that:
(1) When the Registration Statement has become effective under the
Securities Act, the New Notes have been duly executed by Denbury and duly
authenticated by the Trustee and the New Notes have been issued in exchange for
the Old Notes in accordance with the terms of the Indenture, then the New Notes
will constitute valid and binding obligations of Denbury; and
(2) When the Registration Statement has become effective under the
Securities Act, the New Notes have been duly executed by Denbury and duly
authenticated by the Trustee and the New Notes have been issued in exchange for
the Old Notes in accordance with the terms of the Indenture, then the New
Guarantees will constitute valid and binding obligations of the Subsidiary
Guarantors as to the New Notes in accordance with the terms of the New
Guarantees.
Our opinions above are subject to applicable bankruptcy, fraudulent
conveyance, insolvency, reorganization, moratorium or similar laws now or
hereafter in effect relating to creditors' rights generally; general principles
of equity (regardless of whether enforceability is considered in a proceeding at
law or in equity); and the exercise of the discretionary power of any court or
other authority before which may be brought any proceeding seeking equitable or
other remedies. We express no opinion as to the sufficiency of the waivers of
defenses by the Subsidiary Guarantors contained in the second paragraph of
Section 11.01 of the Indenture governing the New Notes.
Denbury Resources Inc.
October 22, 2001
Page 3
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to this firm under the caption
"Legal Matters" in the Prospectus forming a part of the Registration Statement.
In giving such consent, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act.
We express no opinion as to the laws of any jurisdiction other than the
State of Texas, the State of Louisiana, the State of New York (under which the
Indenture is governed), the Delaware General Corporation Law and the federal
laws of the United States of America.
The opinions expressed herein are given as of the date hereof and we
undertake no obligations to supplement this letter if any applicable law changes
after such date or if we become aware of any facts that might change the
opinions expressed herein after such date or for any other reason.
Respectfully submitted,
Jenkens & Gilchrist,
A Professional Corporation
By: /s/ DONALD W. BRODSKY
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Donald W. Brodsky
Authorized Signatory
DWB:klb