Exhibit

We hereby consent to the use of the name DeGolyer and MacNaughton and to references to DeGolyer and MacNaughton 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 June 23, 2017, and in the Denbury Resources Inc. Annual Report on Form 10-K for the year ended December 31, 2016, to the incorporation by reference of our letter report dated February 9, 2017, regarding the estimated proved reserves of Denbury Resources Inc., and to the inclusion of information taken from our “Report as of December 31, 2016 on Reserves and Revenue of Certain Properties owned by Denbury Resources Inc. SEC Case,” “Report as of December 31, 2015 on Reserves and Revenue of Certain Properties owned by Denbury Resources Inc. SEC Case,” and “Appraisal Report as of December 31, 2014 on Certain Properties owned by Denbury Resources Inc. SEC Case.”