-----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, NZBavysT547LzCd6y+QG63RpYNduE1VYpH6iHBomMMbS5mv6ttXfpVL5lWIEaas+ FDRJ5x9WjkZxFCom1IPzdA== 0000950162-03-000525.txt : 20030313 0000950162-03-000525.hdr.sgml : 20030313 20030313131439 ACCESSION NUMBER: 0000950162-03-000525 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020221 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030313 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09971 FILM NUMBER: 03602043 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/A 1 burl8ka022102.txt AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A AMENDMENT NO. 1 TO 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, Suite 1400, Houston, Texas 77056 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 713-624-9500 ---------------------------- EXPLANATORY NOTE This Amendment No. 1 to Current Report on Form 8-K/A amends the Current Report on Form 8-K filed by Burlington Resources Inc. on February 21, 2002 by replacing Exhibit 5.2, "Opinion of Stewart McKelvey Stirling Scales," filed thereto, with Exhibit 5.2, "Opinion of Stewart McKelvey Stirling Scales, as amended." 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, as amended. 8.1* Opinion of White & Case LLP as to certain United States federal income tax matters. 8.2* Opinion of Bennett Jones LLP as to certain Canadian federal income tax matters. * Previously filed as an exhibit to the Current Report on Form 8-K filed by Burlington Resources Inc. on February 21, 2002. 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 hereunto duly authorized. BURLINGTON RESOURCES INC. Date: March 13, 2003 By: /s/ Frederick J. Plaeger, II --------------------------------------- Name: Frederick J. Plaeger, II Title: Vice President and General Counsel 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, as amended. 8.1* Opinion of White & Case LLP as to certain United States federal income tax matters. 8.2* Opinion of Bennett Jones LLP as to certain Canadian federal income tax matters. * Previously filed as an exhibit to the Current Report on Form 8-K filed by Burlington Resources Inc. on February 21, 2002. EX-5.2 3 burl8ka022102ex.txt OPINION OF STEWART MCKELVEY STIRLING SCALES
Suite 900 Correspondence: Telephone: 902.420.3200 Charles S. Reagh Purdy's Wharf Tower One P.O. Box 997 Fax: 902.420.1417 Direct Dial:902.420.3335 1959 Upper Water Street Halifax, NS halifax@smss.com Direct Fax: 902.496.6173 Halifax, NS Canada B3J 2X2 www.smss.com csr@smss.com Canada B3J 3N2
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; 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 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, STEWART MCKELVEY STIRLING SCALES /s/ Stewart McKelvey Stirling Scales -----END PRIVACY-ENHANCED MESSAGE-----