February 7, 2001
Burlington Resources Inc.
5051 Westheimer, Suite 1400
Houston, TX 77056-2124
Burlington Resources Finance Company
c/o Burlington Resources Canada Energy Ltd.
Suite 3700, 250 - 6th Avenue, S.W.
Calgary, Alberta T2P 3H7
Canada
Re: $ 400 Million Aggregate Principal Amount of Debt Securities
Ladies and Gentlemen:
We have acted as special U.S. counsel to Burlington Resources Finance
Company (the "Company") and Burlington Resources Inc. (the "Guarantor") 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 $400 million aggregate principal amount of
6.680% Notes due February 15, 2011 (the "Securities") of the Company to be
issued under the Indenture between the Company and Citibank, N.A., as Trustee,
dated as of February 12, 2001 (the "Indenture") as well as the proposed
guarantee by the Guarantor under the guarantee agreement by the Guarantor in
favor of the holders of the Securities and the Trustee, dated as of February 12,
2001 (the "Guarantee Agreement") providing for the guarantee (the "Guarantee").
We have examined such corporate records, documents, certificates and
instruments as we deemed necessary and appropriate to enable us to render the
opinion expressed below.
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We advise you that, in our opinion:
(a) Assuming that the Securities have been duly authorized by the
Company, when such Securities have been executed and authenticated in
accordance with the terms of the Indenture and delivered to the purchasers
thereof against payment thereof in the manner described in the Registration
Statement, including the prospectus dated February 7, 2001 forming a part
thereof (the "Prospectus"), such Securities will be legally issued and will
constitute valid and binding obligations of the Company entitled to the
benefits of the Indenture and enforceable in accordance with its terms,
except as enforcement may be limited by bankruptcy, insolvency, fraudulent
conveyance or transfer, reorganization or other laws of general
applicability related to or affecting creditors' rights and to general
principles of equity.
(b) The Guarantee has been duly authorized and, upon execution of the
Guarantee in accordance with the Guarantee Agreement and attachment to the
Securities, will be legally issued and a valid and binding obligation of
the Guarantor entitled to the benefits of the Guarantee Agreement and
enforceable in accordance with its terms, except as enforcement may be
limited by bankruptcy, insolvency, fraudulent conveyance or transfer,
reorganization or other laws of general applicability relating to or
affecting creditors' rights and to general principles of equity.
In rendering the opinion set forth above, we express no opinion as to the
laws of any jurisdiction other than the General Corporation law of the State of
Delaware, including the applicable provisions of the Delaware Constitution and
the reported judicial decisions interpreting the laws, and the federal laws of
the United States of America.
We hereby consent to the incorporation by reference of this opinion as an
exhibit to the Registration Statement and to the reference of 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
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