C. Michael Ryer
Direct Line: (403) 298-3219
e-mail: ryerm@bennettjones.ca


February 7, 2001



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

Burlington Resources Finance Company
3700, 250 - 6 Avenue SW
Calgary, Alberta  T2P 3H7

Ladies and Gentlemen:

                     Re: 6.68% Notes due February 15, 2011

     We have acted as special Canadian tax counsel to Burlington  Resources Inc.
("Burlington  Resources"),  a corporation  organized under the laws of Delaware,
U.S.A.,  and Burlington  Resources Finance Company  ("Burlington  Finance"),  an
unlimited liability company organized under the laws of Nova Scotia,  Canada, in
connection  with the  issuance by  Burlington  Finance of the 6.68%  Notes,  due
February  15, 2011 (the  "Notes"),  which are  irrevocably  and  unconditionally
guaranteed  by  Burlington  Resources.  At your  request,  we are  rendering our
opinion  concerning the principal  Canadian  federal income tax  consequences to
purchasers of the Notes.  In  connection  therewith,  we reviewed  copies of the
Registration  Statement (as defined below),  as well as the related forms of the
Indenture,  the Guarantee  Agreement,  and the Note incorporated by reference as
exhibits into the Registration Statement by the filing of a Form 8-K on the date
hereof containing such exhibits.

     Our  opinion  is based on the  current  provisions  of the  Income  Tax Act
(Canada) (the "ITA") and the regulations  thereunder,  our  understanding of the
current  assessing and  administrative  practices of Canada  Customs and Revenue
Agency ("CCRA") and all specific  proposals to amend the ITA and the regulations
thereunder  which  have been  publicly  announced  by the  Minister  of  Finance
(Canada)  before the date  hereof.  Our  opinion  does not  otherwise  take into
account or anticipate changes in the law or in the assessment and administrative
practices of CCRA, whether by judicial,  governmental or legislative decision or
action,  nor does it take into account tax legislation or  considerations of any
province or territory of Canada or any jurisdiction other than Canada. We assume
that  the  obligations  contained  in the  operative  documents  for  the  Notes
described in the Prospectus and the Prospectus  Supplement forming a part of the
Registration  Statement  to which our  opinion  relates and is  incorporated  by
reference (the  "Registration  Statement")  will be performed in accordance with
the terms described therein.




     Based on the foregoing and subject to the assumptions,  qualifications  and
limitations  contained  therein,  we hereby confirm our opinion contained in the
Prospectus   Supplement   under  the  caption   "Canadian   Federal  Income  Tax
Considerations."

     We have not  considered  and  render no  opinion on any aspect of law other
than as expressly set forth above.

     We hereby consent to the filing of this opinion as an exhibit a Form 8-K to
be incorporated by reference into the  Registration  Statement and the reference
to our firm under the caption  "Canadian Federal Income Tax  Considerations"  in
the Registration  Statement as well as under the caption " Legal Matters" in the
Prospectus and Prospectus Supplement included in the Registration  Statement. In
giving  such  consent,  we do not thereby  admit that we are in the  category of
persons whose consent is required under Section 7 of the Securities Act of 1933,
as amended.



                                     Yours very truly,


                                     /s/ Bennett Jones LLP
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