Jenkens & Gilchrist
A PROFESSIONAL CORPORATION
1100 LOUISIANA
SUITE 1800 AUSTIN, TEXAS
HOUSTON, TEXAS 77002 (512)499-3800
(713) 951-3300 CHICAGO, ILLINOIS
FACSIMILE (713) 951-3314 (312)425-3900
DALLAS, TEXAS
(214)855-4500
LOS ANGELES, CALIFORNIA
(310)820-8800
NEW YORK, NEW YORK
Donald W. Brodsky (212)704-6000
(713) 951-3341
dbrodsky@jenkens.com PASADENA, CALIFORNIA
(626)578-7400
SAN ANTONIO, TEXAS
(210)246-5000
WASHINGTON, D.C.
(202) 326-1500
June 12, 2002
Denbury Resources Inc.
Attention: Mr. Phil Rykhoek
5100 Tennyson Parkway, Suite 3000
Plano, Texas 75024
Re: Denbury Resources Inc. - Registration Statement on Form S-8
Gentlemen:
We have acted as securities counsel to Denbury Resources Inc., a
Delaware corporation (the "Company"), in connection with the preparation of the
Registration Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission on or about June 11, 2002, under
the Securities Act of 1933, as amended (the "Securities Act"), relating to
600,000 shares (the "Shares") of the $0.001 par value common stock (the "Common
Stock") of the Company that may be issued by the Company under the Denbury
Resources Inc. Stock Option Plan (the "Plan").
You have requested an opinion with respect to certain legal aspects of
the issuance of the Shares. In connection therewith, we have examined and
relied upon the original, or copies identified to our satisfaction, of (1) the
Certificate of Incorporation, as amended, and the Bylaws, as amended, of the
Company; (2) minutes and records of the corporate proceedings of the Company
with respect to the amendment of the Plan, the issuance of the Shares of Common
Stock pursuant to the Plan and related matters; (3) the Registration Statement
and exhibits thereto, including the Plan; and (4) such other documents and
instruments as we have deemed necessary for the expression of opinions herein
contained.
In making the foregoing examinations, we have assumed the genuineness of
all signatures and the authenticity of all documents submitted to us as
originals, and the conformity to original documents of all documents submitted
to us as certified or photostatic copies. As to various questions of fact
material to this opinion, and as to the content and form of the Certificate of
Incorporation, as amended, and the Bylaws, as amended, minutes, records,
resolutions and other documents or writings of the Company, we have relied, to
the extent deemed reasonably appropriate, upon representations or
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certificates of officers or directors of the Company and upon documents,
records and instruments furnished to us by the Company, without independent
check or verification of their accuracy.
Based upon our examinations, and the consideration of, and reliance
upon, the documents and other matters described above, and assuming that:
(1) the Shares to be issued in the future under the Plan will be duly
issued and sold in accordance with the terms of the Plan, and pursuant to the
terms of options issued under and in accordance with the terms of the Plan,
(2) the Company maintains an adequate number of authorized but unissued
shares and/or treasury shares for issuance pursuant to options granted under
the Plan, and
(3) the consideration for the Shares issued pursuant to exercise of
options issued under the Plan is actually received by the Company as provided
in the Plan and exceeds the par value of such Shares,
We are of the opinion that the Shares issued or sold in accordance with the
terms of the Plan, and pursuant to options issued under and in accordance with
the terms of the Plan, will be duly and validly issued, fully paid and
non-assessable.
The opinions expressed herein are limited to the General Corporation
Law of the State of Delaware, and the federal laws of the United States of
America and we assume no responsibility as to the applicability thereto, or the
effect thereon, of the laws of any other jurisdiction. You should be aware that
this firm is not admitted to the practice of law in the State of Delaware and
the opinion herein as to the General Corporation Law of the State of Delaware
is based solely upon unofficial compilations thereof. We hereby consent to the
filing of this opinion as an exhibit to the Registration Statement and to
references to us included in or made a part of the Registration Statement. In
giving this consent, we do not admit that we come within the category of
persons whose consent is required under Section 7 of the Securities Act or the
Rules and Regulations of the Securities and Exchange Commission thereunder.
Respectfully submitted,
Jenkens & Gilchrist
A Professional Corporation
By: /s/ Donald W. Brodsky
----------------------------
Donald W. Brodsky
Authorized Signatory
DLS:cab
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