-----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, Pu6eqWcR67yP6S++ms5c/yjQ8CjNAGM0PBwUM6Ql9fuWVNVBXpih0WeFQ+aQtWus Re1YteZ/ac68oS/JmPM2hg== 0000945764-99-000032.txt : 19990322 0000945764-99-000032.hdr.sgml : 19990322 ACCESSION NUMBER: 0000945764-99-000032 CONFORMED SUBMISSION TYPE: S-4/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990319 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DENBURY RESOURCES INC CENTRAL INDEX KEY: 0000945764 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-69577 FILM NUMBER: 99568808 BUSINESS ADDRESS: STREET 1: 17304 PRESTON RD STREET 2: STE 200 CITY: DALLAS STATE: TX ZIP: 75252 BUSINESS PHONE: 9726732000 MAIL ADDRESS: STREET 1: 17304 PRESTON RD STREET 2: STE 200 CITY: DALLAS STATE: TX ZIP: 75252 FORMER COMPANY: FORMER CONFORMED NAME: NEWSCOPE RESOURCES LTD DATE OF NAME CHANGE: 19950627 S-4/A 1 AMENDMENT NO. 3 TO FORM S-4 As filed with the Securities and Exchange Commission on March 19, 1999 Registration No. 333-69577 - ------------------------------------------------------------------------------ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- Amendment No. 3 to Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------- DENBURY RESOURCES INC. (Exact name of Registrant as specified in its charter) Canada 1311 Not Applicable (State or other jurisdiction of (Primary standard industrial (I.R.S. employer incorporation or organization) classification code number) identification no.) PHIL RYKHOEK, C.F.O. Denbury Resources Inc. 17304 Preston Road, Suite 200 17304 Preston Road, Suite 200 Dallas, Texas 75252 Dallas, Texas 75252 (972) 673-2000 (972)673-2000; Facsimile:(972)673-2051 (Address and telephone number of (Name, address and telephone number of Registrant's principal executive offices) Agent for Service) Copies to: DONALD W. BRODSKY KAREN BRYANT Jenkens & Gilchrist, A Professional Corporation 1100 Louisiana, Suite 1800 Houston, TX 77002 (713)951-3300; Facsimile:(713)951-3314 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after (a) the effectiveness of this Registration Statement and (b) the effective date of the continuance of Denbury Resources Inc., a Canadian corporation, as a domestic corporation under Delaware law which, as continued under Delaware law, is the "Registrant". If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. [ ] THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SUCH SECTION 8(A), MAY DETERMINE. PART II Item 21. Exhibits and Financial Statement Schedules (a) Exhibits. Exhibit No. Description of Exhibit - ------- ---------------------- 3(a) Articles of Continuance of Denbury Resources Inc., as amended (incorporated by reference as Exhibits 3(a), 3(b), 3(c), 3(d) of the Company's Registration Statement on Form F-1 dated August 25, 1995, Exhibit 4(e) of the Company's Registration Statement on Form S-8 dated February 2, 1996 and Exhibit 3(a) of the Pre-effective Amendment No. 2 of the Company's Registration Statement on Form S-1 dated October 22, 1996). 3(b) General By-Law No. 1: A By-Law Relating Generally to the Conduct of the Affairs of Denbury Resources Inc., as amended (incorporated by reference as Exhibit 3(e) of the Company's Registration Statement on Form F-1 dated August 25, 1995, Exhibit 4(d) of the Registrant's Registration Statement on Form S-8 dated February 2, 1996. 3(c) Restated Articles of Incorporation of Denbury Management, Inc. (incorporated by reference as Exhibit 3(c) of the Registrant's Registration Statement on Form S-3 dated February 19, 1998). 3(d) Bylaws of Denbury Management, Inc. (incorporated by reference as Exhibit 3(c) of the Registrant's Registration Statement on Form S-3 dated February 19, 1998). 3(e)* Certificate of Domestication of Denbury Resources Inc. (attached as Exhibit C to the Prospectus of this Registration Statement). 3(f)* Form of Certificate of Incorporation of Denbury Resources Inc., a Delaware corporation (attached as Exhibit D to the Prospectus of this Registration Statement). 3(g)* Form of By-laws of Denbury Resources Inc., a Delaware corporation (attached as Exhibit E to the Prospectus of this Registration Statement). 4(a) See Exhibits 3(a), 3(b), 3(c) and 3(d) for provisions of the Articles of Continuance and General By-Law No. 1 of the Company defining the rights of the holders of Common Shares. 4(b) Form of Indenture between DMI and Chase Bank of Texas National Association, as trustee (incorporated by reference as Exhibit 4(b) of Registrant's Registration Statement on Form S-3 dated February 19, 1998). 4(c) Section 190 of the Canada Business Corporation Act (attached as Exhibit B to the Prospectus of this Registration Statement). 5(a)* Form of legality opinion of Jenkens & Gilchrist, a Professional Corporation. 8(a)** Opinion of Burnet, Duckworth & Palmer as to Canadian tax matters. 8(b)** Opinion of Jenkens & Gilchrist, a Professional Corporation as to United States tax matters. 10(a) Stock Purchase Agreement dated December 16, 1998 between the Company and TPG Partners II, L.L.C. (incorporated by reference as Exhibit 99.1 of the Registrant's Form 8-K dated December 17, 1998). 2 Exhibit No. Description of Exhibit - ------- ---------------------- 10(b)* Consent letter and form of Fourth Amendment to First Restated Credit Agreement, by and among Denbury Management, as borrower, Denbury Resources Inc., as guarantor, NationsBank of Texas, N.A. as administrative agent and NationsBank of Texas, N.A. as bank, dated November 30, 1998. 12* Statement of Ratio of Earnings to Fixed Charges. 13 Registrant's Annual Report on Form 10-K, as amended, for the year ended December 31, 1998 (incorporated by reference and separately filed). 21 Subsidiaries of Denbury Resources Inc., (incorporated by reference as Exhibit 21 of Registrant's Form 10-K for the year ended December 31, 1997). 23(a)* Consent of Deloitte & Touche LLP. 23(b)* Consent of Burnet, Duckworth & Palmer (contained in its opinion filed as Exhibit 8(a). 23(c)* Consent of Jenkens & Gilchrist, a Professional Corporation (contained in its opinions filed as Exhibit 5(a)and 8(b)). 23(d)* Netherland, Sewell & Associates Reserve Summary Letter as to reserves at December 31, 1998. 23(e)** Consent of Netherland, Sewell & Associates. 24(a)* Power of Attorney (contained on the signature page of this Registration Statement). 99.1* Consent of Credit Suisse First Boston Corporation. 99.2* Termination of securities purchase agreement Letter Agreement dated March 1, 1999, by and between TPG Partners, L.P. and TPG Parallel I, L.P., as purchaser and Denbury Resources Inc., as seller. 99.3* Opinion of Griffiths, McBurney and Partners regarding liquidity of Registrant's trading market (attached as Exhibit F to the Prospectus of this Registration Statement). - --------------------------- * Previously filed. ** Filed herewith. SIGNATURES Pursuant to the requirements of the Securities Act the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on March 18, 1999. DENBURY RESOURCES INC. By: /s/ Phil Rykhoek ----------------------------- Phil Rykhoek Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated, in multiple counterparts with the effect of one original. Signatures Title Date ---------- ----- ---- /s/ Gareth Roberts* President, Chief Executive Officer March 18, 1999 - --------------------- and Director of Denbury Gareth Roberts (Principal Executive Officer) /s/ Phil Rykhoek Chief Financial Officer, Secretary and March 18, 1999 - --------------------- Authorized Representative of Denbury Phil Rykhoek (Principal Financial Officer) /s/ Bobby J. Bishop* Controller and Chief Accounting March 18, 1999 - --------------------- Officer of Denbury Bobby J. Bishop (Principal Accounting Officer) /s/ Ronald G. Greene* Chairman of the Board and March 18, 1999 - --------------------- Director of Denbury Ronald G. Greeene /s/ Wieland Wettstein* Director of Denbury March 18, 1999 - --------------------- Wieland Wettstein /s/ Wilmot Matthews * Director of Denbury March 18, 1999 - --------------------- Wilmot Matthews By: /s/ Phil Rykhoek - ----------------------- Phil Rykhoek *Attorney-in-Fact pursuant to Power of Attorney contained in original filing of the Registration Statement. 4 EXHIBIT INDEX Exhibit No. Description of Exhibit - ------- ---------------------- 8(a) Opinion of Burnet, Duckworth & Palmer as to Canadian tax matters. 8(b) Opinion of Jenkens & Gilchrist, a Professional Corporation as to United States tax matters. 23(e) Consent of Netherland, Sewell & Associates. - --------------------------- 5 EX-8 2 TAX OPINION OF BURNET, DUCKWORTH & PALMER EXHIBIT 8(a) [GRAPHIC OMITTED] March 18, 1999 Denbury Resources Inc. 17304 Preston Road, Suite 200 Dallas, Texas 75252 Dear Sirs: Re: Form S-4 Registration Statement under the Securities Act of 1933 of Denbury Resources Inc. ("Denbury") Attached hereto as Schedule "A" is our opinion as to the Material Canadian Federal Income Tax Considerations generally applicable to Denbury and its shareholders of Denbury's change of corporate domicile and merger. Such opinion is subject to the comments and qualifications specifically referenced therein. /s/ Burnet, Duckworth & Palmer 1400, 350 - 7 Avenue S.W. Calgary, Alberta T2P 3N9 Phone: (403) 260-0100 Fax: (403) 260-0332 www.bdplaw.com Frank L. Burnet Q.C. (1890-1982) Thomas J. Duckworth Q.C., Counsel 8(a)-1 Schedule A Material Canadian Federal Income Tax Consequences of the Move of Corporate Domicile and Merger In the opinion of Burnet, Duckworth & Palmer, Canadian counsel to Denbury , the following are the material Canadian federal income tax considerations under the Income Tax Act (Canada), the "Canadian Tax Act", with respect to the move generally applicable to Denbury and to you if, for purposes of the Canadian Tax Act, you hold your shares of Denbury Canada's common shares and will hold your Denbury Delaware common stock as capital property and you deal at arm's length with Denbury. This opinion does not apply to you if you are or will be a foreign affiliate of any person resident in Canada, or a person to whom Denbury will be a foreign affiliate following continuation within the meaning of the Canadian Tax Act. This opinion is also not applicable to a corporation which is a "specified financial institution" or to whom the mark-to-market provisions of the Canadian Tax Act otherwise apply. Shares will generally be considered to be capital property to you unless such shares are held in the course of carrying on a business or are acquired in a transaction considered to be an adventure in the nature of trade. You should consult your own tax advisors regarding whether you hold your shares of Denbury Canada's common shares as capital property and will hold your Denbury Delaware common stock as capital property for the purposes of the Canadian Tax Act. If you are resident in Canada and your shares might not otherwise qualify as capital property, you may be entitled to obtain this qualification by making an irrevocable election under Subsection 39(4) of the Canadian Tax Act prior to the continuance. If you do not hold your shares as capital property, you should consult your own tax advisors regarding your particular circumstances. This opinion is based on the current provisions of the Canadian Tax Act, th e regulations thereunder, the Canada-United States Income Tax Convention, 1980, as amended, the "Tax Treaty", and counsel's understanding of the current administrative practices published by Revenue Canada, Customs, Excise and Taxation: "Revenue Canada". This opinion takes into account specific proposals to amend the Canadian Tax Act and regulations publicly announced by the Minister of Finance prior to the date of the Proxy Statement/Prospectus, collectively the "Tax Proposals", and assumes that all Tax Proposals will be enacted in their present form. However, no assurances can be given that the Tax Proposals will be enacted in their present form. This opinion does not take into account or anticipate any other changes in the law, nor does it take into account provincial, territorial or foreign income tax legislation or considerations, which may differ from the Canadian federal income tax considerations described herein. No ruling has been obtained from Revenue Canada to confirm the tax consequences of any of these transactions. These opinions are based on the assumptions that shares of Denbury continu e to be listed on a stock exchange which is prescribed for the purposes of the Tax Act, and Denbury Canada common shares and the Denbury Delaware common stock may not reasonably be considered to derive their value, directly or indirectly, primarily from portfolio investment in shares, debt, commodities or any other similar properties. This opinion does not discuss all aspects of Canadian federal income taxatio n that may be relevant to you. You should consult your own tax advisors with respect to the tax consequences of these transactions in your particular circumstances. 8(a)-2 TAXATION OF THE COMPANY. Upon the continuance, Denbury will be deemed to have disposed of all of its property for its fair market value immediately prior to the continuance. Denbury will be subject to tax under the Canadian Tax Act on any income and net taxable capital gains that result. Denbury will also be subject to an additional tax at the rate of five percent on the amount by which the fair market value of Denbury's assets, net of liabilities, exceeds the paid-up capital of the Denbury's issued and outstanding shares. However, if one of the main reasons for Denbury changing its residence to the United States was to reduce the amount of such additional tax or Canadian withholding tax, the rate of such tax would be 25 percent. Denbury will not be resident in Canada after the continuance for the purposes of the Canadian Tax Act. The management of Denbury, in consultation with some of its advisors, has reviewed Denbury's assets, liabilities and paid-up capital and has advised counsel that no Canadian federal taxes should be due and payable by Denbury under the Canadian Tax Act as a result of the continuance. Based upon key representations made by Denbury, counsel is of the opinion that no Canadian tax liability will result from the continuance. The representations of Denbury upon which this opinion is based are that the fair market value of Denbury's assets is less than the aggregate value of the paid-up capital of all of Denbury's issued and outstanding shares and that all of the liabilities of Denbury, and the deemed disposition of all of Denbury's assets at fair market value upon the continuance will not create income in excess of the Canadian tax deductions available to Denbury. Denbury's representations are based on the trading value of Denbury's securities and the price at which securities are to be issued to TPG, and counsel can express no opinion on matters of factual determination. The facts underlying Denbury's assumptions and conclusions may also change prior to the effective date of the continuance. Denbury has not applied to Canadian federal tax authorities for a ruling as to the amount of federal taxes payable by Denbury under the Canadian Tax Act as a result of the continuance and does not intend to apply for such a ruling given the factual nature of the determinations involved. It is possible that the Canadian federal tax authorities will not accept the valuations or the positions that Denbury has adopted. Accordingly, it is possible that the Canadian federal tax authorities will conclude after the effective date of the continuance that Canadian federal taxes are due under the Canadian Tax Act as a result of the continuance. TAXATION OF SHAREHOLDERS RESIDENT IN CANADA. The following portion of the opinion applies to you if you are resident in Canada for the purposes of the Canadian Tax Act. You will not be considered to have disposed of your Denbury Canada common shares or to have realized a taxable capital gain or loss solely due to the continuance. The continuance will also have no effect on the adjusted cost base to you of your Denbury Canada common shares. Following the continuance, dividends received by you on shares of Denbury Delaware common stock will be included in computing income and will generally not be deductible if you are a corporation, and, if you are an individual, such dividends will not receive the gross-up and dividend tax credit treatment generally applicable to dividends on shares of taxable Canadian corporations. 8(a)-3 Also, following the continuance, shares of Denbury Delaware common stock will be a qualified investment for trusts governed by deferred profit sharing plans, registered retirement saving plans and registered income funds, collectively "Deferred Income Plans", provided such shares remain listed on a prescribed stock exchange. SUCH SHARES WILL BE FOREIGN PROPERTY AFTER THE EFFECTIVE DATE OF THE CONTINUANCE, AND ACCORDINGLY, THE HOLDING OF SUCH SHARES BY DEFERRED INCOME PLANS OR BY OTHER TAX-EXEMPT ENTITIES INCLUDING REGISTERED INVESTMENTS AND REGISTERED PENSION PLANS MAY SUBJECT SUCH HOLDERS TO PENALTY TAXES UNDER THE CANADIAN TAX ACT. HOWEVER, THESE HOLDERS OF DENBURY SHARES AT THE TIME OF THE CONTINUANCE MAY BE ENTITLED TO AVAIL THEMSELVES OF A PROVISION OF THE CANADIAN TAX ACT TO ELIMINATE SUCH PENALTY TAX FOR UP TO 24 MONTHS FOLLOWING THE CONTINUANCE. THIS PERMITS DEFERRED INCOME PLANS AND OTHER TAX EXEMPT PERSONS TO EITHER DISPOSE OF THEIR SHARES ON A ORDERLY BASIS, OR TO RE-BALANCE THEIR PORTFOLIOS TO FALL WITHIN THE LIMITS PLACED ON OWNERSHIP OF "FOREIGN PROPERTY". SUCH HOLDERS ARE URGED TO CONTACT THEIR OWN TAX ADVISORS TO DETERMINE THE POTENTIAL APPLICABILITY OF SUCH PENALTY TAXES TO THEM. TAXATION OF DISSENTING SHAREHOLDERS. Pursuant to the administrative practices of Revenue Canada, the amount paid to you if you dissent should be treated as proceeds of your common shares. Accordingly, you would recognize a capital gain, or a capital loss, to the extent that the amount received, net of any reasonable costs of disposition, exceeds, or is less than, the adjusted cost base of your holder's common shares. If you are a corporation, any capital loss arising on the disposition of common shares may in certain circumstances be reduced by the amount of any dividends which have been received on such shares, and analogous rules apply to a partnership or trust of which a corporation is a member or beneficiary. You will be required to include three-quarters of any capital gain in computing your income for purposes of the Canadian Tax Act and will be entitled to deduct three-quarters of any capital loss only against taxable capital gains in accordance with the Canadian Tax Act. TAXATION OF SHAREHOLDERS NOT RESIDENT IN CANADA. The following portion of this opinion applies to you if for purposes of the Canadian Tax Act you: o are not resident or deemed to be resident in Canada at any time when you held or hold Denbury Canada common shares; o do not use or hold and are not deemed to use or hold your Denbury Canada common shares in the course of carrying on a business in Canada; or o carry on an insurance business in Canada and elsewhere, and establish that Denbury Canada common shares are "designated insurance property." You will not be considered to have disposed of your Denbury Canada common shares or to have realized a taxable capital gain or loss solely due to the continuance. The continuance will also have no effect on the adjusted cost base of your Denbury Canada common shares. After the effective date of the 8(a)-4 continuance, dividends received by a shareholder on Denbury Delaware common stock will not be subject to Canadian withholding tax. Provided that a Denbury Canada common share is not "taxable Canadian property" to you at the time of disposition of such share, you will not be subject to Canadian tax on any capital gain arising by reason of the disposition of such Denbury Canada common share. After the effective date of the continuance, based on the present activities of Denbury Delaware, Denbury Delaware common stock will not generally be "taxable Canadian property" to you at any particular time. Pursuant to the administrative practices of Revenue Canada, the amount paid to you if you dissent should be treated as proceeds of disposition of your Denbury Canada common shares. Provided that such shares are not taxable Canadian property for the purposes of the Canadian Tax Act, such proceeds of disposition will not be subject to Canadian tax. You should consult your own tax advisors in this regard. 8(a)-5 EX-8 3 OPINION OF JENKENS & GILCHRIST EXHIBIT 8(b) Jenkens & Gilchrist A P R O F E S S I O N A L C O R P O R A T I O N Denbury Resources Inc. March 18, 1999 Page 1 1100 Louisiana Suite 1800 Houston, Texas 77002 AUSTIN, TEXAS (512) 499-3800 (713) 951-3300 Telecopier (713) 951-3314 DALLAS, TEXAS (214) 855-4500 LOS ANGELES, CALIFORNIA (310) 820-8800 WRITER'S DIRECT DIAL NUMBER Andrius R. Kontrimas SAN ANTONIO, TEXAS (713) 951-3303 (210)246-5000 WASHINGTON, D.C. (202) 326-1500 March 18, 1999 Denbury Resources Inc. 17304 Preston Road, Suite 200 Dallas, Texas 75252 Ladies and Gentlemen: We have acted as counsel to Denbury Resources, Inc., a corporation constituted under the Canada Business Corporations Act (the "Company"), in connection with the domestication of the Company into Delaware (the "Continuation") and the subsequent liquidation of Denbury Management, Inc. ("DMI") into the resulting Delaware corporation ("DRI Delaware") (the "Merger"), as described in the Form S-4 registration statement filed with the Securities and Exchange Commission (the "Commission") on December 23, 1998 (as thereafter amended from time to time and together with all exhibits thereto, the "Registration Statement"). Except as otherwise indicated, capitalized terms used herein shall have the meanings assigned to them in the Registration Statement. Set forth below are our opinions and the assumptions and documents upon which we have relied in rendering our opinions. A. Documents Reviewed In connection with the opinions rendered below, we have reviewed and relied upon the following documents: 1. the Registration Statement, 2. the proposed Articles of Merger of DRI Delaware and DMI, 3. the proposed Certificate of Incorporation of DRI Delaware, 8(b)-1 Jenkens & Gilchrist A P R O F E S S I O N A L C O R P O R A T I O N Denbury Resources Inc. March 18, 1999 Page 2 4. the Certificate of the Company attached hereto as Exhibit "A" (the "Certificate"), and 5. such other documents as we have deemed necessary or appropriate for purposes of this opinion. B. Assumptions In connection with the opinions rendered below, we have assumed: 1. that all signatures on all documents submitted to us are genuine, that all documents submitted to us as originals are authentic, that all documents submitted to us as copies are accurate, that all information submitted to us is accurate and complete, and that all persons executing and delivering originals or copies of documents examined by us are competent to execute and/or deliver such documents; and 2. that the Continuation, Merger and the other transactions specified in the Registration Statement to be effected on or prior to the closing date will be consummated as contemplated in the Registration Statement and without waiver of any material provision thereof. C. Opinions Based solely upon the documents and assumptions set forth above, and conditioned upon the initial and continuing accuracy of the factual representations set forth in the Certificate as of the date hereof, (a) it is our opinion that the Continuation will be a reorganization within the meaning of Section 368(a) of the Code; and (b) it is our opinion that the descriptions of the law and the legal conclusions contained in the Registration Statement under the caption "Material United States Federal Income Tax Consequences to Shareholders of the Move of Corporate Domicile and Merger" and "Material United States Federal Income Tax Consequences to Denbury of the Move of Corporate Domicile and Merger" as they relate to the Continuation and the Merger are correct in all material respects and that the discussion thereunder fairly states the United States federal income tax consequences of the Continuation and the Merger that are likely to be material to the Company and the U.S. Shareholders and non-U.S. Shareholders of the Company. 8(b)-2 Jenkens & Gilchrist A P R O F E S S I O N A L C O R P O R A T I O N Denbury Resources Inc. March 18, 1999 Page 3 D. Limitations 1. Except as otherwise indicated, the opinions contained in this letter are based upon the Code and its legislative history, the Treasury regulations promulgated thereunder (the "Regulations"), judicial decisions, and current administrative rulings and practices of the Internal Revenue Service, all as in effect on the date of this letter. These authorities may be amended or revoked at any time. Any such changes may or may not be retroactive with respect to transactions entered into or contemplated prior to the effective date thereof and could significantly alter the conclusions reached in this letter. There is no assurance that legislative, judicial, or administrative changes will not occur in the future. We assume no obligation to update or modify this letter to reflect any developments that may occur after the date of this letter. 2. The opinions expressed herein represent counsel's best legal judgment and are not binding upon the Internal Revenue Service or the courts and are dependent upon the accuracy and completeness of the documents we have reviewed under the circumstances, the assumptions made and the factual representations contained in the Certificate. To the extent that any of the factual representations provided to us in the Certificate are with respect to matters set forth in the Code or the Regulations, we have reviewed with the individuals making such factual representations the relevant portions of the Code and the applicable Regulations and are reasonably satisfied that such individuals understand such provisions and are capable of making such factual representations. We have made no independent investigation of the facts contained in the documents and assumptions set forth above, the factual representations set forth in the Certificate or the Registration Statement. No facts have come to our attention, however, that would cause us to question the accuracy and completeness of such facts or documents in a material way. Any material inaccuracy or incompleteness in these documents, assumptions or factual representations (whether or not made by the Company) could adversely affect the opinions stated herein. 3. We are expressing opinions only as to those matters expressly set forth in Section C above. No opinion should be inferred as to any other matters, including any other transactions described in the Registration Statement. This opinion does not address the various state, local or foreign tax consequences that may result from the Continuation or Merger. In addition, no opinion is expressed as to any federal income tax consequence of the Continuation or Merger, except as specifically set forth herein, and this opinion may not be relied upon except with respect to the consequences specifically discussed herein. 8(b)-3 Jenkens & Gilchrist A P R O F E S S I O N A L C O R P O R A T I O N Denbury Resources Inc. March 18, 1999 Page 4 4. This opinion letter is issued for your benefit and the U.S. Shareholders and non-U.S. Shareholders of the Company and no other person or entity may rely hereon without our express written consent. This opinion letter may be filed as an exhibit to the Registration Statement. Furthermore, we consent to the reference to Jenkens & Gilchrist, a Professional Corporation, under the captions "Material United States Federal Income Tax Consequences to Shareholders of the Move of Corporate Domicile and Merger" and "Material United States Federal Income Tax Consequences to Denbury of the Move of Corporate Domicile and Merger." In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission promulgated thereunder. Very truly yours, JENKENS & GILCHRIST, a Professional Corporation By:/s/ Andrius R. Kontrimas Andrius R. Kontrimas, Authorized Signatory ARK/bn:at 8(b)-4 EX-23 4 CONSENT OF NETHERLAND, SEWELL & ASSOCIATES EXHIBIT 23(e) CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS We hereby consent to references to our firm and to our reports effective December 31, 1996; December 31, 1997; and December 31, 1998 in the Form 10-K report for the year ended December 31, 1998 of Denbury Resources Inc., a Canadian corporation (the "Company"), and Denbury Management, Inc., a Texas corporation, and the incorporation thereof into the Company's Registration Statement on Form S-4 (No. 333-69577) first filed with the Securities and Exchange Commission on December 23, 1998. NETHERLAND, SEWELL & ASSOCIATES, INC. By: /s/ Frederic D. Sewell ---------------------------- Frederic D. Sewell President Dallas, Texas March 19, 1999 -----END PRIVACY-ENHANCED MESSAGE-----