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                           [LETTERHEAD OF CAHILL GORDON & REINDEL]

                                                  March 2, 1999

Burlington Resources Inc.
5051 Westheimer, Suite 1400
Houston, Texas 77056-2124

     Re:  $450 Million Aggregate Principal
          Amount of Debt Securities
          --------------------------------

Dear Sirs:

     We have acted as special counsel to Burlington Resources Inc., a Delaware 
corporation (the "Company"), in connection with the filing of a Registration 
Statement on Form S-3 (the "Registration Statement") under the Securities Act 
of 1933, as amended (the "Act"), and the proposed issuance of $450 million 
aggregate principal amount of Debt Securities (the "Debt Securities") to be 
issued pursuant to the Indenture, dated as of April 1, 1992 (the "Indenture"), 
between the Company and Citibank, N.A.

     We advise you that, in our opinion, the Debt Securities have been 
duly authorized and (upon execution and authentication of the Debt Securities in
accordance with the Indenture and delivery to the purchasers thereof against 
payment therefor pursuant to a sale in the manner described in the Registration 
Statement, including the prospectus dated May 19, 1998 forming a part thereof 
(the "Prospectus")) will be legally issued, valid and binding obligations of 
the Company enforceable against the Company in accordance with their terms, 
subject, as to enforcement, to bankruptcy, insolvency, fraudulent conveyance or 
transfer, reorganization and other laws of general applicability relating to or 
affecting creditors' rights and to general equity principles.

     We hereby consent to the incorporation by reference of this opinion into 
the Registration Statement and to the reference to our firm under the caption 
"Legal Matters" in the Registration Statement and related Prospectus. 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