Exhibit 5.2
RICHARDS, LAYTON & FINGER
A PROFESSIONAL ASSOCIATION
ONE RODNEY SQUARE
P.O. BOX 551
WILMINGTON, DELAWARE 19899
(302) 651-7700
FAX: (302) 651-7701
WWW.RLF.COM
April 29, 2002
Burlington Resources Capital I
Burlington Resources Capital II
c/o Burlington Resources Inc.
5051 Westheimer, Suite 1400
Houston, Texas 77056
Re: Burlington Resources Capital I and Burlington Resources Capital II
Ladies and Gentlemen:
We have acted as special Delaware counsel for Burlington Resources Capital
I, a Delaware business trust ("Trust I"), and Burlington Resources Capital II, a
Delaware business trust ("Trust II") (Trust I and Trust II are hereinafter
collectively referred to as the "Trusts" and sometimes hereinafter individually
referred to as a "Trust"), in connection with the matters set forth herein. At
your request, this opinion is being furnished to you.
For purposes of giving the opinions hereinafter set forth, our examination
of documents has been limited to the examination of originals or copies of the
following:
(a) The Certificate of Trust of Trust I, as filed with the Secretary of
State on May 6, 1998;
(b) The Certificate of Trust of Trust II, as filed with the Secretary of
State on May 6, 1998;
(c) The Trust Agreement of Trust I, dated as of May 6, 1998 among
Burlington Resources Inc. (the "Company") and the trustees of Trust I
named therein;
(d) The Trust Agreement of Trust II, dated as of May 6, 1998 among the
Company and the trustees of Trust II named therein;
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Burlington Resources Capital II
April 29, 2002
Page 2
(e) The Registration Statement (the "Registration Statement") on Form S-3,
including a preliminary prospectus (the "Prospectus"), with respect
to, among other things, the Trust Preferred Securities of the Trusts
representing preferred beneficial interests in the Trusts (each, a
"Preferred Security" and collectively, the "Preferred Securities"), as
filed by the Company and the Trusts with the Securities and Exchange
Commission on or about April 29, 2002;
(f) A form of Amended and Restated Declaration of Trust for each of the
Trusts, to be entered into between the Company, the trustees of the
Trust named therein, and the holders, from time to time, of the
undivided beneficial interests in the assets of such Trust (including
Exhibits C and D thereto) (collectively, the "Trust Agreements" and
individually, a "Trust Agreement"), incorporated by reference as an
exhibit to the Registration Statement; and
(g) A Certificate of Good Standing for each of the Trusts, dated April 24,
2002, obtained from the Secretary of State.
Initially capitalized terms used herein and not otherwise defined are used
as defined in the Trust Agreements.
For purposes of this opinion, we have not reviewed any documents other than
the documents listed in paragraphs (a) through (g) above. In particular, we have
not reviewed any document (other than the documents listed in paragraphs (a)
through (g) above) that is referred to in or incorporated by reference into the
documents reviewed by us. We have assumed that there exists no provision in any
document that we have not reviewed that is inconsistent with the opinions stated
herein. We have conducted no independent factual investigation of our own but
rather have relied solely upon the foregoing documents, the statements and
information set forth therein and the additional matters recited or assumed
herein, all of which we have assumed to be true, complete and accurate in all
material respects. Notwithstanding the foregoing, we believe that we have
reviewed all documents necessary to render the opinions set forth herein.
With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii) the
conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.
For purposes of this opinion, we have assumed (i) that each of the Trust
Agreements will constitute the entire agreement among the parties thereto with
respect to the subject matter thereof, including with respect to the creation,
operation and termination of the applicable Trust, and that the Trust Agreements
and the Certificates of Trust will be in full force and effect and will not be
amended, (ii) except to the extent provided in paragraph 1 below, the
Burlington Resources Capital I
Burlington Resources Capital II
April 29, 2002
Page 3
due organization or due formation, as the case may be, and valid existence in
good standing of each party to the documents examined by us under the laws of
the jurisdiction governing its organization or formation, (iii) the legal
capacity of natural persons who are parties to the documents examined by us,
(iv) that each of the parties to the documents examined by us has the power and
authority to execute and deliver, and to perform its obligations under, such
documents, (v) the due authorization, execution and delivery by all parties
thereto of all documents examined by us, (vi) the receipt by each Person to whom
a Preferred Security is to be issued by the Trusts (collectively, the "Preferred
Security Holders") of a Preferred Security Certificate for such Preferred
Security and the payment for such Preferred Security, in accordance with the
Trust Agreements and the Registration Statement, and (vii) that the Preferred
Securities are authenticated, issued and sold to the Preferred Security Holders
in accordance with the Trust Agreements and the Registration Statement. We have
not participated in the preparation of the Registration Statement or the
Prospectus and assume no responsibility for their contents.
This opinion is limited to the law of the State of Delaware, including the
applicable provisions of the Delaware Constitution and the reported judicial
decisions interpreting such laws (excluding the securities laws of the State of
Delaware), and we have not considered and express no opinion on the laws of any
other jurisdiction, including federal laws and rules and regulations relating
thereto. Our opinions are rendered only with respect to Delaware laws and rules,
regulations and orders thereunder which are currently in effect.
Based upon the foregoing, and upon our examination of such questions of law
and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:
1. Each of the Trusts has been duly created and is validly existing in good
standing as a business trust under the Business Trust Act.
2. The Preferred Securities of each Trust will represent valid and, subject
to the qualifications set forth in paragraph 3 below, fully paid and
nonassessable beneficial interests in the assets of the applicable Trust.
3. The Preferred Security Holders, as beneficial owners of the applicable
Trust, will be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware. We note that the Preferred Security
Holders may be obligated to make payments as set forth in the Trust Agreement.
Burlington Resources Capital I
Burlington Resources Capital II
April 29, 2002
Page 4
We consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement. We hereby consent to the
use of our name under the heading "Legal Matters" in the Prospectus. In giving
the foregoing consents, we do not thereby admit that we come within the category
of persons whose consent is required under Section 7 of the Securities Act of
1933, as amended, or the rules and regulations of the Securities and Exchange
Commission thereunder. This opinion may also be relied upon by Cahill Gordon &
Reindel in connection with the delivery of its opinion regarding the Trusts.
Very truly yours,
/s/ Richards, Layton & Finger