(LETTERHEAD OF CAHILL GORDON & Reindel)
April 29, 2002
Burlington Resources Inc.
5051 Westheimer, Suite 1400
Houston, TX 77056-2124
Burlington Resources Capital I
c/o Burlington Resources Inc.
5051 Westheimer, Suite 1400
Houston, TX 77056-2124
Burlington Resources Capital II
c/o Burlington Resources Inc.
5051 Westheimer, Suite 1400
Houston, TX 77056-2124
Burlington Resources Finance Company
c/o Burlington Resources Inc.
5051 Westheimer, Suite 1400
Houston, TX 77056-2124
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as special U.S. counsel to Burlington Resources Inc., a
Delaware corporation (the "Company") and to Burlington Resources Capital I and
Burlington Resources Capital II, each a statutory business trust formed under
Delaware law (each, a "Trust") and Burlington Resources Finance Company, an
unlimited liability company organized under the laws of Nova Scotia, Canada
("Finance
-2-
Company", and together with the Company and the Trusts, the "Registrants") in
connection with the Registration Statement on Form S-3 (the "Registration
Statement"), filed by the Registrants with the Securities and Exchange
Commission. The Registration Statement relates to the issuance and sale from
time to time, pursuant to Rule 415 of the rules and regulations promulgated
under the Securities Act of 1933, as amended (the "Act"), of the following
securities with an aggregate initial offering price of up to $1,500,000,000, as
shall be designated by the Registrants: (i) senior debt securities of the
Company, in one or more series (the "Senior Debt Securities"), which are to be
issued under a senior indenture proposed to be executed between the Company and
Citibank, N.A., as Trustee (the "Senior Indenture"), the form of which is filed
as an exhibit to the Registration Statement, (ii) subordinated debt securities
of the Company, in one or more series (the "Subordinated Debt Securities"),
which are to be issued under a subordinated indenture proposed to be executed
between the Company and Citibank, N.A., as Trustee (the "Subordinated
Indenture"), the form of which is filed as an exhibit to the Registration
Statement, (iii) shares of common stock of the Company, par value $.01 per share
(the "Common Stock"), (iv) shares of preferred stock of the Company (the
"Preferred Stock"), (v) securities issued by each Trust in the form of trust
preferred securities (the "Trust Preferred Securities"), which are proposed to
be issued under the applicable declaration of trust pursuant to which such Trust
is organized (each, as amended and restated prior to such issuance, in the form
of which is filed as an exhibit to the Registration Statement, a "Declaration of
Trust"), (vi) guarantees by the Company of the Trust Preferred Securities (the
"Trust Guarantees") pursuant to a guarantee agreement (each, a "Trust Guarantee
Agreement"), the form of which is filed as an exhibit to the Registration
Statement, (vii ) debt securities of Finance Company (the "Finance Debt
Securities"), which are to be issued under the Indenture between Finance Company
and Citibank, N.A., as Trustee dated as of February 12, 2001 (the "Finance
Indenture"), which is filed as an exhibit to the Registration Statement and
(viii) guarantees of the Company of the Finance Debt Securities (the "Finance
Guarantees") pursuant to the Guarantee Agreement by and between the Company and
Citibank, N.A., as Trustee, dated as of February 12, 2001 (the "Finance
Guarantee Agreement"), which is filed as an exhibit to the Registration
Statement. The Senior Debt Securities, the Subordinated Debt Securities, the
Common Stock, the Preferred Stock, the Trust Preferred Securities, the Trust
Guarantees, the Finance Debt Securities and the Finance Guarantees are referred
to collectively as the "Securities" and individually as a "Security".
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of such corporate
records, documents, certificates and instruments as we deemed necessary and
appropriate to enable us to render the opinion expressed below.
In our examination, we have assumed (a) the authenticity of original
documents and the genuineness of all signatures, (b) the conformity to the
originals of all documents submitted to us as copies, (c) the truth, accuracy
and completeness of the information, representations and warranties contained in
the records, documents, instruments and certificates we have reviewed and (d)
the due authorization, execution and delivery of each document named below by
each party other than the Company.
-3-
We advise you that, in our opinion:
(a) With respect to the shares of Common Stock, when (i) the
Registration Statement, as finally amended (including all necessary
post-effective amendments), has become effective under the Act; (ii) an
appropriate prospectus supplement or term sheet with respect to the Common
Stock has been prepared, delivered and filed in compliance with the Act and
the applicable rules and regulations promulgated thereunder; (iii) if the
Common Stock is to be sold pursuant to a firm commitment underwritten
offering, an underwriting agreement with respect to the Common Stock has
been duly authorized, executed and delivered by the Company and the other
parties thereto; (iv) the Board of Directors, including any appropriate
committee appointed thereby, and appropriate officers of the Company have
taken all necessary corporate action to approve the issuance of the Common
Stock and related matters; (v) the terms of the issuance and sale of the
Common Stock have been duly established in conformity with the Certificate
of Incorporation and the By-laws of the Company so as not to violate any
applicable law, the Certificate of Incorporation or the By-laws of the
Company or result in default under or breach of any agreement or instrument
binding upon the Company and so as to comply with any requirement or
restriction imposed by any court or governmental body having jurisdiction
over the Company; and (vi) certificates representing the shares of Common
Stock have been duly executed, countersigned, registered and delivered upon
payment of the agreed-upon consideration therefor (provided that such
consideration is not less than the par value thereof), the shares of Common
Stock (including any Common Stock duly issued upon conversion of any other
Security), when issued and sold in accordance with the applicable
underwriting agreement or any other duly authorized, executed and delivered
valid and binding purchase or agency agreement, will be duly authorized,
validly issued, fully paid and nonassessable.
(b) With respect to the shares of Preferred Stock, when (i) the
Registration Statement, as finally amended (including all necessary
post-effective amendments), has become effective under the Act; (ii) an
appropriate prospectus supplement or term sheet with respect to the
Preferred Stock has been prepared, delivered and filed in compliance with
the Act and the applicable rules and regulations promulgated thereunder;
(iii) if the Preferred Stock is to be sold pursuant to a firm commitment
underwritten offering, an underwriting agreement with respect to the
Preferred Stock has been duly authorized, executed and delivered by the
Company and the other parties thereto; (iv) the Board of Directors,
including any appropriate committee appointed thereby, and appropriate
officers of the Company have taken all necessary corporate action to
approve the issuance and terms of the Preferred Stock and related matters,
including the adoption of a Certificate of Designation for the Preferred
Stock in accordance with the applicable provisions of Delaware law (the
"Certificate of Designation"); (v) the filing of the Certificate of
Designation with the Secretary of State of the State of Delaware has duly
occurred; (vi) the terms of the Preferred Stock and of their issuance and
sale have been duly established in conformity with the Company's
Certificate of Incorporation, including the Certificate of Designation
related to the Preferred Stock, and the By-laws of the Company so as not to
violate any applicable law, the Certificate of Incorporation or the By-laws
of the Company or result in default under or breach of
-4-
any agreement or instrument binding upon the Company and so as to comply
with any requirement or restriction imposed by any court or governmental
body having jurisdiction over the Company; and (vii) certificates
representing the shares of Preferred Stock have been duly executed,
countersigned, registered and delivered upon payment of the agreed-upon
consideration therefor (provided that such consideration is not less than
the par value thereof), the shares of Preferred Stock (including any
Preferred Stock duly issued upon conversion of any other Security), when
issued and sold in accordance with the applicable underwriting agreement or
any other duly authorized, executed and delivered valid and binding
purchase or agency agreement, will be duly authorized, validly issued,
fully paid and nonassessable.
(c) With respect to the Senior Debt Securities, when (i) the
Registration Statement, as finally amended (including all necessary
post-effective amendments), has become effective under the Act; (ii) the
Senior Indenture has been duly authorized, executed and delivered by the
Company and the other parties thereto and duly qualified under the Trust
Indenture Act of 1939, as amended (the "TIA"); (iii) an appropriate
prospectus supplement or term sheet with respect to the Senior Debt
Securities has been prepared, delivered and filed in compliance with the
Act and the applicable rules and regulations promulgated thereunder; (iv)
if the Senior Debt Securities are to be sold pursuant to a firm commitment
underwritten offering, an underwriting agreement with respect to the Senior
Debt Securities has been duly authorized, executed and delivered by the
Company and the other parties thereto; (v) the Board of Directors,
including any appropriate committee appointed thereby, and appropriate
officers of the Company have taken all necessary corporate action to
approve the issuance and terms of the Senior Debt Securities and related
matters; (vi) the terms of the Senior Debt Securities and their issuance
and sale have been duly established in conformity with the Senior Indenture
so as not to violate any applicable law, the Certificate of Incorporation
or the By-laws of the Company or result in default under or breach of any
agreement or instrument binding upon the Company and so as to comply with
any requirement or restriction imposed by any court or governmental body
having jurisdiction over the Company; and (vii) the Senior Debt Securities
have been duly executed and authenticated in accordance with the provisions
of the Senior Indenture and duly delivered to the purchasers thereof upon
payment of the agreed-upon consideration therefor, the Senior Debt
Securities, when issued and sold in accordance with the provisions of the
Senior Indenture and in accordance with the applicable underwriting
agreement, if any, or any other duly authorized, executed and delivered
valid and binding purchase or agency agreement, will constitute valid and
binding obligations of the Company enforceable against the Company in
accordance with their terms, except as enforcement thereof may be limited
by (a) bankruptcy, insolvency, reorganization, fraudulent conveyance or
transfer, moratorium or other laws now or hereafter in effect related to or
affecting creditors' rights generally and (b) general principles of equity
(regardless of whether enforceability is considered in a proceeding at law
or in equity).
(d) With respect to the Subordinated Debt Securities, when (i) the
Registration Statement, as finally amended (including all necessary
post-effective amendments), has become effective under the Act; (ii) the
Subordinated Indenture has been duly authorized, executed and
-5-
delivered by the Company and the other parties thereto and duly qualified
under the TIA; (iii) an appropriate prospectus supplement or term sheet
with respect to the Subordinated Debt Securities has been prepared,
delivered and filed in compliance with the Act and the applicable rules and
regulations promulgated thereunder; (iv) if the Subordinated Debt
Securities are to be sold pursuant to a firm commitment underwritten
offering, an underwriting agreement with respect to the Subordinated Debt
Securities has been duly authorized, executed and delivered by the Company
and the other parties thereto; (v) the Board of Directors, including any
appropriate committee appointed thereby, and appropriate officers of the
Company have taken all necessary corporate action to approve the issuance
and terms of the Subordinated Debt Securities and related matters; (vi) the
terms of the Subordinated Debt Securities and their issuance and sale have
been duly established in conformity with the Subordinated Indenture so as
not to violate any applicable law, the Certificate of Incorporation or the
By-laws of the Company or result in default under or breach of any
agreement or instrument binding upon the Company and so as to comply with
any requirement or restriction imposed by any court or governmental body
having jurisdiction over the Company; and (vii) the Subordinated Debt
Securities have been duly executed and authenticated in accordance with the
provisions of the Subordinated Indenture and duly delivered to the
purchasers thereof upon payment of the agreed-upon consideration therefor,
the Subordinated Debt Securities, when issued and sold in accordance with
the provisions of the Subordinated Indenture and in accordance with the
applicable underwriting agreement, if any, or any other duly authorized,
executed and delivered valid and binding purchase or agency agreement, will
constitute valid and binding obligations of the Company enforceable against
the Company in accordance with their terms, except as enforcement thereof
may be limited by (a) bankruptcy, insolvency, reorganization, fraudulent
conveyance or transfer, moratorium or other laws now or hereafter in effect
related to or affecting creditors' rights generally and (b) general
principles of equity (regardless of whether enforceability is considered in
a proceeding at law or in equity).
(e) With respect to the Finance Debt Securities, when (i) the
Registration Statement, as finally amended (including all necessary
post-effective amendments), has become effective under the Act; (ii) the
Finance Indenture has been duly qualified under the TIA; (iii) an
appropriate prospectus supplement or term sheet with respect to the Finance
Debt Securities has been prepared, delivered and filed in compliance with
the Act and the applicable rules and regulations promulgated thereunder;
(iv) if the Finance Debt Securities are to be sold pursuant to a firm
commitment underwritten offering, an underwriting agreement with respect to
the Finance Debt Securities has been duly authorized, executed and
delivered by Finance Company and the other parties thereto; (v) the Board
of Directors of Finance Company, including any appropriate committee
appointed thereby, and appropriate officers of Finance Company have taken
all necessary action to approve the issuance and terms of the Finance Debt
Securities and related matters; (vi) the terms of the Finance Debt
Securities and their issuance and sale have been duly established in
conformity with the Finance Indenture so as not to violate any applicable
law, the Memorandum and Articles of Association of Finance Company or
result in default under or breach of any agreement or instrument binding
upon Finance Company and so as to comply with any requirement or
restriction imposed by any court or governmental body having jurisdiction
over Finance
-6-
Company; and (vii) the Finance Debt Securities have been duly executed and
authenticated in accordance with the provisions of the Finance Indenture
and duly delivered to the purchasers thereof upon payment of the
agreed-upon consideration therefor, the Finance Debt Securities, when
issued and sold in accordance with the provisions of the Finance Indenture
and in accordance with the applicable underwriting agreement, if any, or
any other duly authorized, executed and delivered valid and binding
purchase or agency agreement, will constitute valid and binding obligations
of Finance Company enforceable against Finance Company in accordance with
their terms, except as enforcement thereof may be limited by (a)
bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer,
moratorium or other laws now or hereafter in effect related to or affecting
creditors' rights generally and (b) general principles of equity
(regardless of whether enforceability is considered in a proceeding at law
or in equity).
(f) With respect to the Finance Guarantees, when (i) the Registration
Statement, as finally amended (including all necessary post-effective
amendments), has become effective under the Act; (ii) the Finance Guarantee
Agreement has been duly qualified under the TIA; (iii) an appropriate
prospectus supplement or term sheet with respect to the Finance Debt
Securities and the Finance Guarantees has been prepared, delivered and
filed in compliance with the Act and the applicable rules and regulations
promulgated thereunder; (iv) the terms of the Finance Debt Securities have
been established in accordance with the Finance Indenture; (v) the Finance
Debt Securities have been duly issued and executed in accordance with the
Finance Indenture and paid for in the manner contemplated in the
Registration Statement or any prospectus relating thereto; (vi) if the
Finance Debt Securities and Finance Guarantees are to be sold pursuant to a
firm commitment underwritten offering, an underwriting agreement with
respect to such Securities has been duly authorized, executed and delivered
by Finance Company and the other parties thereto; (vii) the Board of
Directors, including any appropriate committee appointed thereby, and
appropriate officers of the Company have taken all necessary corporate
action to approve the issuance and terms of the Finance Guarantees and
related matters; (viii) the terms of the Finance Guarantees and of their
issuance and sale have been duly established in conformity with the Finance
Guarantee Agreement so as not to violate any applicable law, the
Certificate of Incorporation or the By-laws of the Company or result in
default under or breach of any agreement or instrument binding upon the
Company and so as to comply with any requirement or restriction imposed by
any court or governmental body having jurisdiction over the Company; and
(ix) the Finance Guarantees have been duly executed and delivered in
accordance with the provisions of the Finance Guarantee Agreement, the
Finance Guarantees, when issued in accordance with the Finance Guarantee
Agreement, will constitute valid and binding obligations of the Company
enforceable against the Company in accordance with their terms, except as
enforcement thereof may be limited by (a) bankruptcy, insolvency,
reorganization, fraudulent conveyance or transfer, moratorium or other laws
now or hereafter in effect related to or affecting creditors' rights
generally and (b) general principles of equity (regardless of whether
enforceability is considered in a proceeding at law or in equity).
-7-
(g) With respect to the Trust Guarantees, when (i) the Registration
Statement, as finally amended (including all necessary post-effective
amendments), has become effective under the Act; (ii) the applicable Trust
Guarantee Agreement has been duly authorized, executed and delivered by the
Company and the other parties thereto and duly qualified under the TIA;
(iii) an appropriate prospectus supplement or term sheet with respect to
the Trust Preferred Securities and the Trust Guarantees has been prepared,
delivered and filed in compliance with the Act and the applicable rules and
regulations promulgated thereunder; (iv) the Declaration of Trust of the
applicable Trust has been duly authorized, executed and delivered by the
parties thereto; (v) the terms of the Trust Preferred Securities have been
established in accordance with the applicable Declaration of Trust; (vi)
the Trust Preferred Securities have been duly issued and executed in
accordance with the applicable Declaration of Trust and paid for in the
manner contemplated in the Registration Statement or any prospectus
relating thereto; (vii) if the Trust Preferred Securities and the Trust
Guarantees are to be sold pursuant to a firm commitment underwritten
offering, an underwriting agreement with respect to such Securities has
been duly authorized, executed and delivered by the applicable Trust and
the other parties thereto; (viii) the Board of Directors, including any
appropriate committee appointed thereby, and appropriate officers of the
Company have taken all necessary corporate action to approve the issuance
and terms of the Trust Guarantees and related matters; (ix) the terms of
the Trust Guarantees and of their issuance and sale have been duly
established in conformity with the applicable Trust Guarantee Agreement so
as not to violate any applicable law, the Certificate of Incorporation or
the By-laws of the Company or result in default under or breach of any
agreement or instrument binding upon the Company and so as to comply with
any requirement or restriction imposed by any court or governmental body
having jurisdiction over the Company; and (x) the Trust Guarantees have
been duly executed and delivered in accordance with the provisions of the
applicable Trust Guarantee Agreement, the Trust Guarantees, when issued in
accordance with the applicable Trust Guarantee Agreement, will constitute
valid and binding obligations of the Company enforceable against the
Company in accordance with their terms, except as enforcement thereof may
be limited by (a) bankruptcy, insolvency, reorganization, fraudulent
conveyance or transfer, moratorium or other laws now or hereafter in effect
related to or affecting creditors' rights generally and (b) general
principles of equity (regardless of whether enforceability is considered in
a proceeding at law or in equity).
In rendering the opinion set forth above, we express no opinion as to the
laws of any jurisdiction other than the laws of the State of New York, the
General Corporation law of the State of Delaware, including the applicable
provisions of the Delaware Constitution and the reported judicial decisions
interpreting such laws, and the federal laws of the United States of America.
The Securities may be issued from time to time on a delayed or continuous basis,
and our opinion is limited to the laws as in effect on the date hereof.
With respect to opinions (e) and (f) above, we have relied on the opinion
of Stewart McKelvey Stirling Scales dated as of the date hereof, as to the due
organization and valid existence of the Finance Company. With respect to opinion
(g) above, we have relied on the opinion of Richards,
-8-
Layton & Finger, P.A., dated as of the date hereof, as to the Trusts and
the validity and legality of the Trust Preferred Securities and related
documents (other than the Trust Guarantees).
We hereby consent to the filing 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 the prospectus forming a part
thereof. 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