[LETTERHEAD OF BERENBAUM, WEINSHIENK & EASON, P.C.]

June 16, 1999

Evergreen Resources, Inc.
1401 17th Street, Suite 1200
Denver, Colorado 80202

Gentlemen:

     We have acted as counsel for Evergreen Resources, Inc., a Colorado
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Securities Act"), of the offer and sale
of securities by the Company from time to time pursuant to Rule 415 under the
Securities Act, including shares of common stock, no par value, of the Company
with attached share purchase rights ("Common Stock"), pursuant to the Company's
Registration Statement on Form S-3 (File No. 333-78203) filed with the
Securities and Exchange Commission (the "Commission") on May 11, 1999 and
declared effective by the Commission on May 24, 1999 (the "Registration
Statement"), and the proposed offer and sale of 2,750,000 shares of Common
Stock, plus up to 412,500 additional shares to cover over-allotments (the
"Shares"), as described in a Prospectus Supplement dated May 28, 1999 filed with
the Commission pursuant to Rule 424(b)(2) of the Commission (the "Prospectus
Supplement").

     We have examined originals or copies, certified or otherwise identified to
our satisfaction, of the definitive underwriting agreement with respect to the
sale of the Shares (the "Underwriting Agreement"), the Registration Statement,
the Prospectus Supplement and  the Articles of Incorporation and Bylaws of the
Company and such other certificates, instruments and documents as we considered
appropriate for purposes of the opinions hereafter expressed. In addition, we
reviewed such questions of law as we considered appropriate.

     Based upon the foregoing examination and review, we are of the opinion that
the Shares have been duly authorized and, when sold in accordance with the
Underwriting Agreement, will be validly issued, fully paid and nonassessable.

     The foregoing opinion is limited to the laws of the State of Colorado.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the Prospectus Supplement
forming a part of the Registration Statement under the caption "Legal Matters."
In giving this consent, we do not admit that we are within the category of
persons whose consent is required under Section 7 of the Securities Act and the
rules and regulations thereunder.



                                   Very truly yours,

                                   /s/ Berenbaum, Weinshienk & Eason, P.C.