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 13, 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") filed with the
Securities and Exchange Commission on or about June 13, 2002, under the
Securities Act of 1933, as amended (the "Securities Act"), relating to 1,600,000
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 "Option Plan") and 500,000 shares of Common Stock that may be issued
by the Company under the Denbury Resources Inc. Employee Stock Purchase Plan
(the "ESPP"). For the purposes hereof, the Option Plan and the ESPP will be
referred to collectively as the "Plans" and the shares of Common Stock that may
be issued under the Plans will be referred to collectively as the "Shares."
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 Plans, the issuance of the Shares pursuant
to the Plans and related matters; (3) the Registration Statement and exhibits
thereto, (4) the Plans, as amended; and (5) such other documents and instruments
as we have deemed necessary for the expression of the 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 of the Registration Statement,
minutes, records, resolutions and other documents or writings of the Company, we
have relied, to the extent deemed
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reasonably appropriate, upon representations or 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 Plans will be duly
issued and sold in accordance with the terms of the Plans, and pursuant to the
terms of options issued under and in accordance with the terms of the Plans,
(2) the Company maintains an adequate number of authorized but unissued
shares and/or treasury shares for issuance pursuant to options granted under the
Plans, and
(3) the consideration for the Shares issued pursuant to exercise of
options issued under the Plans is actually received by the Company as provided
in the Plans 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 Plans, and pursuant to options issued under and in accordance with
the terms of the Plans, will be duly and validly issued, fully paid and
nonassessable.
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 any
amendments thereto 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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