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
August 22, 2001
BURLINGTON RESOURCES FINANCE COMPANY
c/o Burlington Resources Canada Energy Ltd.
Suite 3700, 250-6th Avenue S.W.
Calgary, AB T2P 3H7
Dear Sirs:
Re: Burlington Resources Finance Company (the "Company") - Issue of 6.40% notes
due 2011 and 7.20% notes due 2031
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. $178,000,000 principal
amount of 6.40% notes due 2001 and $575,000,000 principal amount of 7.20% notes
due 2031 (the "Offered Securities") pursuant to a Form S-3 Registration
Statement (Registration No. 333-61600) (such registration statement, together
with each document incorporated by reference therein, 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
dated February 12, 2001 (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 August 22, 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;
b. the completeness, truth and accuracy of all statements of fact
contained in the Officer's Certificate.
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 on a Certificate of Status issued under the Companies Act (Nova
Scotia) dated on August 22, 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) 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,
STEWART MCKELVEY STIRLING SCALES
/s/ Stewart McKelvey Stirling Scales