Exhibit

We hereby consent to incorporation by reference in the Form S-8 Registration Statement of Denbury Resources Inc. (with respect to the Denbury Resources Inc. 2004 Omnibus Stock and Incentive Plan), to be filed with the Securities and Exchange Commission on or about July 5, 2016, and in the Denbury Resources Inc. Annual Report on Form 10-K for the year ended December 31, 2015, which uses the name DeGolyer and MacNaughton, refers to DeGolyer and MacNaughton, and includes our Letter Report dated January 25, 2016, regarding the proved reserves of Denbury Resources, and to the inclusion of information taken from our “Report as of December 31, 2015 on Reserves and Revenue of Certain Properties owned by Denbury Resources Inc. SEC Case,” “Appraisal Report as of December 31, 2014 on Certain Properties owned by Denbury Resources Inc. SEC Case,” and “Appraisal Report as of December 31, 2013 on Certain Properties owned by Denbury Resources Inc. SEC Case.”