-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FVV2KAv9JoARczwjsykaDSbCBBeeM++hKK5QaY7yQymNz4Z8bK3Qt6C+s/WBFGfo /BfHAhmwxdyFVFSYIz1EMw== 0000950162-02-000245.txt : 20020414 0000950162-02-000245.hdr.sgml : 20020414 ACCESSION NUMBER: 0000950162-02-000245 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20020221 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020221 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BURLINGTON RESOURCES INC CENTRAL INDEX KEY: 0000833320 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 911413284 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09971 FILM NUMBER: 02555249 BUSINESS ADDRESS: STREET 1: 5051 WESTHEIMER STREET 2: SUITE 1400 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 7136249500 MAIL ADDRESS: STREET 1: 5051 WESTHEIMER STREET 2: STE 1400 CITY: HOUSTON STATE: TX ZIP: 77056 8-K 1 burl8k022102.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 21, 2002 BURLINGTON RESOURCES INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-9971 91-1413284 - -------------------------------- ----------------- ------------------------ (State or other Jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 5051 Westheimer, Houston, Texas 77056-2124 - ----------------------------------------------------- ----------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 713-624-9500 Item 7. Financial Statements and Exhibits Exhibit No. Description 4.1 Form of Senior Debt Security Due 2007 of Burlington Resources Finance Company with Form of Guarantee of Burlington Resources Inc. 5.1 Opinion of Cahill Gordon & Reindel. 5.2 Opinion of Stewart McKelvey Stirling Scales. 8.1 Opinion of White & Case LLP as to certain United States federal tax matters. 8.2 Opinion of Bennett Jones LLP as to certain Canadian federal income tax matters. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. BURLINGTON RESOURCES INC. Date: February 21, 2002 By: /s/ Daniel D. Hawk ------------------------------ Name: Daniel D. Hawk Title: Vice President and Treasurer EXHIBIT INDEX Exhibit No. Description 4.1 Form of Senior Debt Security Due 2007 of Burlington Resources Finance Company with Form of Guarantee of Burlington Resources Inc. 5.1 Opinion of Cahill Gordon & Reindel. 5.2 Opinion of Stewart McKelvey Stirling Scales. 8.1 Opinion of White & Case LLP as to certain United States federal tax matters. 8.2 Opinion of Bennett Jones LLP as to certain Canadian federal income tax matters. EX-4.1 3 burlex41.txt FORM OF SENIOR DEBT SECURITY THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY ("DTC") (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL NOTES REPRESENTED HEREBY, THIS GLOBAL NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF DTC OR A NOMINEE OF SUCH SUCCESSOR. Cusip No. 12201PAK2 BURLINGTON RESOURCES FINANCE COMPANY 5.700% NOTES DUE March 1, 2007 Rate of Interest Maturity Date Original Issue Date ---------------- ------------- ------------------- 5.700% March 1, 2007 February 25, 2002 No. 001 $350,000,000 Burlington Resources Finance Company, an unlimited liability company organized and existing under the laws of Nova Scotia, Canada (herein called the "Company"), for value received, hereby promises to pay to Cede & Co. or registered assigns, the principal sum of $350,000,000 on the Maturity Date shown above, and to pay interest thereon, at the annual rate of interest shown above, from the Original Issue Date shown above or from the most recent Interest Payment Date (as hereinafter defined) to which interest has been paid or duly provided for, payable semiannually on March 1 and September 1 of each year and at maturity (an "Interest Payment Date"), commencing on September 1, 2002. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date or within five days thereafter will, as provided in the Indenture, be paid to the person in whose name this Note is registered at the close of business on the Record Date for any such Interest Payment Date, which shall be the February 15 or August 15 next preceding the applicable Interest Payment Date (whether or not a Business Day). Any such interest not so punctually paid or duly provided for, and any interest payable on such defaulted interest (to the extent lawful), will forthwith cease to be payable to the Holder on such Record Date and shall be paid to the person in whose name this Note is registered at the close of business on a special record date for the payment of such defaulted interest to be fixed by the Trustee, notice of which shall be given to Holders of Notes not less than ten days prior to such special record date. Payment of the principal of (and premium, if any) and interest on this Note will be made at the office of the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that, at the option of the Company, payment of any installment of interest may be made by check mailed to the address of the person entitled thereto as such address shall appear in the Securities Register or by wire transfer to an account maintained by the person entitled thereto as specified in the Securities Register, provided that such person shall have given the Trustee appropriate and timely written wire instructions. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. IN WITNESS WHEREOF, Burlington Resources Finance Company has caused this instrument to be executed in its corporate name by the facsimile signature of its duly authorized officers and has caused a facsimile of its corporate seal to be affixed hereunto or imprinted hereon. BURLINGTON RESOURCES FINANCE COMPANY By: --------------------------------------------- Name: Daniel D. Hawk Title: Vice President and Treasurer ATTEST: By: ------------------------------------------ Name: Anne Vaughan Title: Assistant Secretary DATED: February 25, 2002 TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the 5.700% Notes due March 1, 2007 issued pursuant to the within-mentioned Indenture. CITIBANK, N.A., as Trustee By: ---------------------------------------- Authorized Signatory Dated: BURLINGTON RESOURCES FINANCE COMPANY 5.700% NOTES DUE MARCH 1, 2007 This Note is one of a duly authorized issue of Notes of the Company (which term includes any successor Person under the Indenture herein referred to) designated as its 5.700% Notes due March 1, 2007 (the "Notes"), issued or to be issued pursuant to an Indenture, dated as of February 12, 2001 (the "Indenture"), between the Company and Citibank N.A., as Trustee (the "Trustee," which term includes any successor trustee under the Indenture). The Notes shall be fully and unconditionally guaranteed by Burlington Resources Inc., a Delaware corporation (the "Guarantor"), pursuant to a Guarantee Agreement dated as of February 12, 2001 by the Guarantor in favor of the Holders of Notes. The terms of this Note include those stated in the Indenture and in the Officers' Certificate issued thereunder and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as in effect on the date of the Indenture. Reference is hereby made to the Indenture and the applicable officers' certificate issued thereunder for a statement of the respective rights, limitation of rights, duties and immunities thereunder of the Company, the Trustee and the Holders and of the terms upon which the Notes are, and are to be, authenticated and delivered. The Notes are a series of Securities issued or to be issued by the Company under the Indenture, and this Series is unlimited in aggregate principal amount. As of the Original Issue Date, $350,000,000 principal amount of Notes of this Series will be issued. The Indenture provides that the Securities of the Company referred to therein ("Securities"), may be issued in one or more Series, which different Series may be issued in such aggregate principal amounts and on such terms (including, but not limited to, terms relating to interest rate or rates, provisions for determining such interest rate or rates and adjustments thereto, maturity, redemption (optional and mandatory), covenants and Events of Default) as may be provided in the officers' certificates or supplemental indentures relating to the several Series. The Notes are subject to redemption upon not less than 30 nor more than 60 days notice by mail, in whole or in part, at the option of the Company at any time at a redemption price equal to the greater of (i) 100% of the principal amount of such Notes plus accrued and unpaid interest to the redemption date or (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points plus accrued and unpaid interest thereon to the redemption date. "Treasury Rate" means, with respect to any redemption date, (i) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated "H.15(519)" or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption "Treasury Constant Maturities," for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the Remaining Life, yields for the two -2- published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month) or (ii) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. The Treasury Rate shall be calculated on the third Business Day preceding the redemption date. "Business Day" means any calendar day that is not a Saturday, Sunday or legal holiday in New York, New York and on which commercial banks are open for business in New York, New York. "Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term ("Remaining Life") of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes. "Comparable Treasury Price" means, with respect to any redemption date, (A) the average of four Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (B) if the Independent Investment Banker obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such Quotations. "Independent Investment Banker" means J.P. Morgan Securities Inc. or if such firm is unwilling or unable to select the Comparable Treasury Issue, an independent investment banking institution of national standing appointed by the Trustee. "Reference Treasury Dealer" means (i) each of J.P. Morgan Securities Inc. and three other primary U.S. Government securities dealers in New York City (each, a "Primary Treasury Dealer") and their respective successors, provided, however, that if any of the foregoing shall cease to be a Primary Treasury Dealer, the Company will substitute therefor another Primary Treasury Dealer and (ii) any other Primary Treasury Dealer selected by the Company. "Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 5:00 p.m. on the third Business Day preceding such redemption date. If an Event of Default shall occur and be continuing, the principal of all the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture provides that the Trustee or Holders of at least 25% in principal amount of the Notes may -3- declare the Notes to be immediately due and payable. However, upon certain conditions such declarations may be annulled and past defaults may be waived. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Notes under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in aggregate principal amount of the Securities affected thereby, voting as a single class (which may include the Notes), at the time outstanding. The Indenture also contains provisions permitting the Company and the Trustee to amend certain provisions of the Indenture without the consent of the Holders of the Securities. No reference herein to the Indenture or the Officers' Certificate and no provision of this Note or of the Indenture or the Officers' Certificate shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, places and rates, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Securities Register upon surrender of this Note for registration of transfer at the agency of the Company provided for that purpose duly endorsed by, or accompanied by a written instrument of transfer in substantially the form accompanying this Note duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Notes are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations set forth therein and on the face of this Note, the Notes are exchangeable for a like aggregate principal amount of Notes of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer tax or similar governmental charge payable upon exchanges pursuant to the Indenture in which case such transfer taxes or similar governmental charges shall be paid by the Company). Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. All terms used in this Note which are defined in the Indenture or the Officers' Certificate shall have the meanings assigned to them therein. -4- Customary abbreviations may be used in the name of a Note Holder or any assignee, such as: TEN COM (= tenants in common), TEN ENT(= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A (Uniform Gifts to Minors Act). The Company will furnish to any Holder of record of a Note, upon written request, without charge, a copy of the Indenture. Requests may be made to: Vice President and Assistant Treasurer, Burlington Resources Finance Company, c/o Burlington Resources Canada Ltd., Suite 3700, 250-6th Avenue, S.W., Calgary, Alberta T2P 3H7, telephone: (403) 260-8000. ASSIGNMENT FORM If you the Holder want to assign this Note, fill in the form below and have your signature guaranteed: I or we assign and transfer this Note to: - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (Print or type name, address and zip code and social security or tax ID number of assignees) and irrevocably appoint - --------------------------------------------------------- agent to transfer this Note on the books of the Company. The agent may substitute another to act for him. Dated: Signed: ------------------------- -------------------------------------- -------------------------------------- (Sign exactly as name appears on the other side of the Note) Signature Guarantee: ------------------------------------------------------------ NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. GUARANTEE The undersigned Guarantor (capitalized terms used herein have the meanings given such terms in the Indenture referred to in the Note upon which this notation is endorsed) hereby unconditionally guarantees (such guarantee being referred to herein as the "Guarantee") the due and punctual payment of the principal of, premium, if any, and interest on the 5.700% Notes due March 1, 2007 (the "Notes") which this Guarantee accompanies, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal, premium and interest on the Notes, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee, all in accordance with the terms set forth in Article Two of the Guarantee Agreement. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Notes upon which this Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers. This Guarantee shall be governed by and construed in accordance with the laws of the State of New York. [Signature Page Follows] This Guarantee is subject to release upon the terms set forth in the Guarantee Agreement. BURLINGTON RESOURCES INC. By: -------------------------------------- Name: Title: EX-5.1 4 burlex51.txt OPINION OF CAHILL GORDON & REINDEL (Letterhead of Cahill Gordon & Reindel) February 20, 2002 Burlington Resources Inc. 5051 Westheimer, Suite 1400 Houston, TX 77056-2124 Burlington Resources Finance Company c/o Burlington Resources Canada Ltd. Suite 3700, 250 6th Avenue, S.W. Calgary, Alberta T2P 3H7 Canada Re: $350 Million Aggregate Principal Amount of Senior Debt Securities due 2007 Ladies and Gentlemen: We have acted as special U.S. counsel to Burlington Resources Finance Company (the "Company") and Burlington Resources Inc. (the "Guarantor") in connection with the filing of a Registration Statement on Form S-3 (Registration No. 333-61600) (such registration statement, together with each document incorporated by reference therein, the "Registration Statement") under the Securities Act of 1933, as amended (the "Act"), and the proposed issuance of $350 million aggregate principal amount of 5.70% Notes due March 1, 2007 (the "Securities") of the Company to be issued under the Indenture between the Company and Citibank, N.A., as Trustee, dated as of February 12, 2001 (the "Indenture"), as well as the guarantee by the Guarantor under the Guarantee Agreement by the Guarantor in favor of the holders of the Securities and the Trustee, dated as of February 12, 2001 (the "Guarantee Agreement"). We have examined such corporate records, documents, certificates and instruments as we deemed necessary and appropriate to enable us to render the opinion expressed below. -2- We advise you that, in our opinion: (a) Assuming that the Securities have been duly authorized by the Company, when such Securities have been executed and authenticated in accordance with the terms of the Indenture and delivered to the purchasers thereof against payment thereof in the manner described in the prospectus dated June 27, 2001 (the "Prospectus") forming a part of the Registration Statement, and the prospectus supplement dated February 20, 2002 supplementing such Prospectus (the "Prospectus Supplement"), such Securities will be legally issued and will constitute valid and binding obligations of the Company entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms, except as enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance or transfer, reorganization or other laws of general applicability related to or affecting creditors' rights and to general principles of equity. (b) The Guarantee Agreement has been duly authorized, executed and delivered by the Guarantor and is a valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms except as enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance or transfer, reorganization or other laws of general applicability relating to or affecting creditors' rights and to general principles of equity. In rendering the opinion set forth above, we express no opinion as to the laws of any jurisdiction other than the General Corporation law of the State of Delaware, including the applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting the laws of Delaware, the laws of the State of New York and the federal laws of the United States of America. We hereby consent to the filing of this opinion as an exhibit to the Form 8-K of the Guarantor to be incorporated by reference into the Registration Statement and to the reference of our firm under the caption "Legal Matters" in the Registration Statement and related Prospectus and the Prospectus Supplement. Our consent to such reference does not constitute a consent under Section 7 of the Act and in consenting to such reference we have not certified any part of the Registration Statement and do not otherwise come within the categories of persons whose consent is required under Section 7 or under the rules and regulations of the Securities and Exchange Commission thereunder. Very truly yours, /s/ Cahill Gordon & Reindel EX-5.2 5 burlex52.txt OPINION OF STEWART MCKELVEY (Letterhead of Stewart McKelvey Stirling Scales) File Reference: NS267-142 February 21, 2002 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 5.700% notes due 2007 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. $350,000,000 principal amount of 5.700% notes due 2007 (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 Assistant Secretary on behalf of the Company dated February 21, 2002 (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; February 20, 2002 Page 2 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 exclusively on a Certificate of Status issued under the Companies Act (Nova Scotia) dated on February 21, 2002, 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, /s/ STEWART MCKELVEY STIRLING SCALES EX-8.1 6 burlex81.txt OPINION OF WHITE & CASE (Letterhead of White & Case) February 20, 2002 Burlington Resources Inc. 5051 Westheimer Houston, Texas 77056-2124 Re: Burlington Resources Finance Company $350,000,000 5.7% Notes due March 1, 2007 ---------------------------------------------------------------- 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 $350,000,000 5.7% Notes due March 1, 2007 (the "Notes"), which are irrevocably and unconditionally guaranteed by Burlington Resources. At your request, we are rendering our opinion concerning certain United States federal tax consequences regarding the issuance of the Notes. In connection therewith, we reviewed copies of the registration statement, and each amendment thereto (Registration No. 333-61600) (such registration statement, together with each document incorporated by reference therein, the "Registration Statement"), as well as the related forms of the Indenture, Guarantee Agreement and Notes. 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 dated June 27, 2001 (the "Prospectus") forming a part of the Registration Statement and the prospectus supplement dated February 20, 2002 supplementing such Prospectus (the "Prospectus Supplement") to which this opinion relates 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 Tax Considerations." We have not considered and render no opinion on any aspect of law other than as expressly set forth above. Page 2 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 Tax Considerations" in the Prospectus Supplement. 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 EX-8.2 7 burlex82.txt OPINION OF BENNETT JONES LLP (Letterhead of Bennett Jones LLP) February 20, 2002 Burlington Resources Inc. 5051 Westheimer, Suite 1400 Houston, TX 77056-2124 Burlington Resources Finance Company 3700, 250 - 6 Avenue SW Calgary, Alberta T2P 3H7 Ladies and Gentlemen: Re: 5.7 % Notes due 2007 We have acted as special Canadian tax counsel to Burlington Resources Inc. ("Burlington Resources"), a corporation organized under the laws of Delaware, U.S.A., and Burlington Resources Finance Company ("Burlington Finance"), an unlimited liability company organized under the laws of Nova Scotia, Canada, in connection with the issuance, on or before February 28, 2002, by Burlington Finance of the 5.7% Notes that will mature on March 1, 2007 (the "Notes"), which are each irrevocably and unconditionally guaranteed by Burlington Resources. At your request, we are rendering our opinion concerning the material Canadian federal income tax consequences applicable to certain purchasers of the Notes. In connection therewith, we reviewed copies of the Registration Statement, and each amendment thereto (Registration No. 333-61600) (such registration statement, together with each document incorporated by reference therein, the "Registration Statement"), as well as the related forms of the Indenture and the Guarantee Agreement, which were filed as exhibits to the Registration Statement, and the form of Notes which is to be filed as an exhibit to the Form 8-K of Burlington Resources, which is to be dated February 21, 2002 and filed with the Securities and Exchange Commission on such date. Our opinion is based on the current provisions of the Income Tax Act (Canada) (the "ITA") and the regulations thereunder, our understanding of the current assessing and administrative practices of the Canada Customs and Revenue Agency (the "CCRA") and all specific proposals to amend the ITA and the regulations thereunder which have been publicly announced by the Minister Page 2 of Finance (Canada) before the date hereof. Our opinion does not otherwise take into account or anticipate changes in the law or in the assessment and administrative practices of the CCRA, whether by judicial, governmental or legislative decision or action, nor does it take into account tax legislation or considerations of any province or territory of Canada or any jurisdiction other than Canada. We assume that the obligations contained in the operative documents for the Notes described in the Prospectus forming a part of the Registration Statement and the Prospectus Supplement, dated February 20, 2002, supplementing such Prospectus (the "Prospectus Supplement") to which our opinion relates 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 "Canadian 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 our firm under the caption "Canadian Federal Income Tax Considerations" in the Prospectus Supplement as well as under the caption "Legal Matters" in the Prospectus and Prospectus Supplement. 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. Yours very truly, /s/ BENNETT JONES LLP -----END PRIVACY-ENHANCED MESSAGE-----