February 7, 2001
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Suite 900 Correspondence: Telephone: 902.420.3200 Charles S. Reagh
Purdy's Wharf Tower One P.O. Box 997 Fax: 902.420.1417 Direct Dial:902.420.3335
1959 Upper Water Street Halifax, NS halifax@smss.com Direct Fax: 902.496.6173
Halifax, NS Canada B3J 2X2 www.smss.com csr@smss.com
Canada B3J 3N2
File Reference: NS267-142
February 7, 2001
BURLINGTON RESOURCES FINANCE COMPANY
c/o Burlington Resources Canada Energy Ltd.
Suite 3700, 250-6th Avenue S.W.
Calgary, AB T2P 3H7Dear Sirs:
Re: Burlington Resources Finance Company (the "Company") - Issue
of 6.680% Notes Due 2011
We have acted as special Nova Scotia counsel to the Company in connection
with the creation, issue and sale by the Company of U.S. $400,000,000 principal
amount of 6.680% notes due 2011 (the "Offered Securities") pursuant to a Form
S-3 Registration Statement (the "Registration Statement"), filed with the United
States Securities and Exchange Commission.
The Offered Securities will be issued pursuant to the provisions of an
indenture (the "Indenture") between the Company and Citibank, NA, as trustee.
We have considered such questions of law and examined such statutes, public and
corporate records, certificates of governmental authorities and officers of the
Company, including a certificate of the Vice President and Assistant Secretary
on behalf of the Company dated February 7, 2001 (the "Officer's Certificate"),
and other documents and conducted such other examinations as we have considered
necessary or desirable to enable us to express the opinions hereinafter set
forth. In such examination we have assumed the legal capacity of all
individuals, the veracity of the information contained in the documents, the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals and the conformity to authentic original documents of all
documents submitted to us as certified, conformed, facsimile or photostatic
copies of original documents.
In stating our opinions, we have also assumed
a. the completeness, truth and accuracy of all facts set forth in
official public records and certificates and other documents supplied
by public officials; and
February 7, 2001
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a. the completeness, truth and accuracy of all statements of fact
contained in the Officer's Certificate.
February 7, 2001
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We are solicitors qualified to practice law in the Province of
Nova Scotia and we express no opinion as to any laws or any
matters governed by any laws other than the laws of the
Province of Nova Scotia and the federal laws of Canada
applicable therein.
As to various questions of fact material to our opinion, which
we have not verified independently, we have relied upon
documents or certificates of governmental authorities and the
Company or its officers. In expressing the opinion in
paragraph (a) with respect to the valid existence of the
Company, we have relied exclusively on a Certificate of Status
issued under the Companies Act (Nova Scotia) dated on February
o, 2001, a copy of which has been provided to you.
On the basis of the foregoing we are of the opinion that:
(a) The Company has been duly incorporated, is validly existing
as a corporation in good standing under the laws of the jurisdiction
of its incorporation
(b) Subject to the execution and delivery of the Indenture by the
Company, the Offered Securities have been duly authorized by the
Company.
Consent is hereby given to the filing, as an exhibit to the
Registration Statement, of this letter. In giving such consent
we do not admit that we come within the category of persons
whose consent is required under Section 7 of the United States
Securities Act of 1933.
Yours truly,
/s/ STEWART MCKELVEY STIRLING SCALES
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