February 7, 2001

Burlington Resources Inc.
5051 Westheimer
Houston, TX  77056-2124

Re:  6.680% Notes due February 15, 2011

Ladies and Gentlemen:

     We have acted as special United States tax counsel to Burlington  Resources
Inc.  ("Burlington  Resources"),  a  corporation  organized  under  the  laws of
Delaware,  and Burlington  Resources  Finance  Company,  an unlimited  liability
company organized under the laws of Nova Scotia,  Canada, in connection with the
issuance  by  Burlington  Resources  Finance  Company  of the  6.680%  Notes due
February  15, 2011 (the  "Notes"),  which are  irrevocably  and  unconditionally
guaranteed  by  Burlington  Resources.  At your  request,  we are  rendering our
opinion  concerning the principal  United States federal income tax consequences
regarding the issuance of the Notes. In connection therewith, we reviewed copies
of the Registration  Statement (as defined below),  as well as the related forms
of the Indenture,  Guarantee  Agreement,  and Note which will be incorporated by
reference  into the  Registration  Statement  by the filing of a Form 8-K on the
date hereof containing such exhibits.

     This  opinion  letter is based on the  Internal  Revenue  Code of 1986,  as
amended,  the Treasury  Regulations  issued  thereunder and  administrative  and
judicial  interpretations  thereof,  in each case, as in effect and available on
the date  hereof.  We assume that the  obligations  contained  in the  operative
documents  for  the  Notes  described  in  the  Prospectus  and  the  Prospectus
Supplement  forming a part of the  Registration  Statement to which this opinion
relates and is incorporated by reference (the "Registration  Statement") will be
performed in accordance with the terms described therein.

     Based on the foregoing and subject to the assumptions,  qualifications  and
limitations  contained  therein,  we hereby confirm our opinion contained in the
Prospectus  Supplement  under the  caption  "United  States  Federal  Income Tax
Considerations."




     We have not  considered  and  render no  opinion on any aspect of law other
than as expressly set forth above.

     We hereby consent to the filing of this opinion as an exhibit to a Form 8-K
to be  incorporated  by  reference  into  the  Registration  Statement  and  the
reference  to  us  under  the  caption   "United   States   Federal  Income  Tax
Considerations" in the Registration Statement. In giving such consent, we do not
thereby  admit that we are in the category of persons  whose consent is required
under Section 7 of the Securities Act of 1933, as amended.



                                            Very truly yours,


                                            /s/ White & Case LLP
                                            --------------------------





JWD:SGW


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