Exhibit 5
AUSTIN, TEXAS
(512) 499-3800
CHICAGO, ILLINOIS
Jenkens & Gilchrist (312) 425-3900
A PROFESSIONAL CORPORATION DALLAS, TEXAS
(214) 855-4500
1100 LOUISIANA LOS ANGELES, CALIFORNIA
SUITE 1800 (310) 820-8800
HOUSTON, TEXAS 77002 NEW YORK, NEW YORK
(212) 704-6000
(713) 951-3300 SAN ANTONIO, TEXAS
Donald W. Brodsky FACSIMILE (713) 951-3314 (210) 246-5000
(713) 951-3341 WASHINGTON, D.C.
dbrodsky@jenkens.com www.jenkens.com (202) 326-1500
May 14, 2003
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, Denbury Offshore, Inc., a Delaware
corporation, and Denbury Gathering & Marketing, 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 $225,000,000 in principal amount of Denbury's new 7 1/2%
Senior Subordinated Notes Due 2013 (the "New Notes") for the same principal
amount of Denbury's issued and outstanding, privately placed 7 1/2% Senior
Subordinated Notes Due 2013 (the "Old Notes"). Denbury's payment obligations
under the Old Notes are jointly and severally guaranteed on a senior
subordinated basis 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 among Denbury, the Subsidiary Guarantors and
JPMorgan Chase Bank (the "Trustee"), dated as of March 25, 2003 (the
"Indenture") filed as Exhibit 4(a) to the Registration Statement.
In connection with the foregoing, we have examined, among other things,
the Registration Statement, the Indenture filed as Exhibit 4(a) 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.
Jenkens & Gilchrist
A PROFESSIONAL CORPORATION
Denbury Resources Inc.
May 14, 2003
Page 2
In addition, we have made such 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, 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, 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.
Jenkens & Gilchrist
A PROFESSIONAL CORPORATION
Denbury Resources Inc.
May 14, 2003
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 effective date of the
Registration Statement 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