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                                                                    EXHIBIT 5(a)



                   [LETTERHEAD OF BURNET, DUCKWORTH & PALMER]

                                     DRAFT


February 19, 1998

Denbury Resources Inc.
17304 Preston Road, Suite 510
Dallas, Texas
U.S.A.  75252

Dear Sirs:

RE:      OFFERING OF COMMON SHARES OF DENBURY RESOURCES INC.

We have acted as Canadian counsel to Denbury Resources Inc., a Canadian
corporation (the "Corporation"), in connection with the registration under the
United States Securities Act of 1933, as amended (the "Act"), of an aggregate
5,530,780 Common Shares of the Corporation, without nominal or par value (the
"Common Shares"), 4,557,200 of such Common Shares being offered in an
underwritten public offering (the "Equity Offering"), 290,000 of such Common
Shares to be purchased directly from the Corporation by entities affiliated
with the Texas Pacific Group, the Corporation's largest shareholder (the "TPG
Purchase") and 683,580 of such Common Shares being subject to an over-allotment
option granted to the Underwriters (the "Over-Allotment Option") (the Equity
Offering, the TPG Purchase and the Over-Allotment Option being herein
collectively referred to as the "Offering"), all pursuant to a Registration
Statement on Form S-3 (Registration No. 333-43207) as amended, filed with the
Securities and Exchange Commission (the "Registration Statement"). We have also
acted as Canadian counsel to the Corporation in connection with:

i.       the related Underwriting Agreement in connection with the offering of
         a maximum aggregate of 5,240,780 Common Shares in connection with the
         Equity Offering (the "Underwriting Agreement") among the Corporation
         and Morgan Stanley & Co. Incorporated, acting separately on behalf of
         itself and the other underwriters and their Canadian affiliates named
         in the Underwriting Agreement and Schedules I and II thereto; and

ii.      the Stock Purchase Agreement between the Corporation and TPG Partners,
         L.P. in connection with the TPG Purchase (the "Stock Purchase
         Agreement").

In connection therewith, we have examined:

i.       the Articles of Amalgamation and the by-laws of the Corporation, in
         each case, as amended to date;

ii.      copies of resolutions of the Board of Directors of the Corporation
         authorizing the issuance of the Common Shares and related matters;

iii.     the Registration Statement, and all exhibits thereto;

iv.      the Stock Purchase Agreement; and

v.       such other documents and instruments as we have deemed necessary for
         the expression of the opinions herein contained.

In conducting the foregoing examinations, we have assumed the genuineness of
all signatures and the authenticity of all documents submitted to us as
originals, and the conformity to original documents of all documents submitted
to us as certified, notarial or true copies or reproductions or facsimiles
thereof. As to various questions of fact material to this opinion, we have
relied upon documents, records and instruments furnished to us by the
Corporation, without independent verification of their accuracy.

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We are qualified to practice law in the Province of Alberta and our opinion
herein is restricted to the laws of the Province of Alberta and the federal
laws of Canada applicable therein.

Based, in reliance upon, and subject to the foregoing, we are of the opinion
that the Common Shares, when issued and delivered by the Corporation in
accordance with the terms and conditions of the Underwriting Agreement and the
Stock Purchase Agreement, respectively, and the Corporation has received
payment in full of the purchase price therefor as specified in the Prospectus
of the Corporation attached to and forming part of the Registration Statement
as being the consideration for the Common Shares, will be validly issued as
fully paid and non-assessable Common Shares of the Corporation.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the captions "Service
and Enforcement of Legal Process" and "Legal Matters" in the Prospectus forming
a part of the Registration Statement.

This opinion is being furnished for the sole benefit of the addressee hereof in
connection with the Offering and may not be relied upon or distributed to any
other person or entity or for any other purpose without our express prior
written consent. This opinion is given as at the date hereof and we disclaim
any obligation or undertaking to advise any person of any change in law or fact
which may come to our attention after the date hereof.

Yours very truly,

   

/s/ Chris Von Vegesack
    

Encl.