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EXHIBIT 5.1
[LETTERHEAD OF BERENBAUM, WEINSHIENK & EASON, P.C.]
November 2, 2000
Evergreen Resources, Inc.
1401 17th Street, Suite 1200
Denver, Colorado 80202
Gentlemen:
We have acted as counsel for Evergreen Resources, Inc., a Colorado
corporation (the "Company"), in connection with the filing of a registration
statement on Form S-3 (the "Registration Statement") pursuant to Rule 462(b)
under the Securities Act of 1933, as amended (the "Securities Act"), with
respect to the offer and sale of by the Company of an additional 528,128 shares
of common stock, no par value, of the Company, with attached share purchase
rights ("Common Stock"), pursuant to the Company's Registration Statement on
Form S-3 (File No. 333-78203) filed with the Securities and Exchange Commission
(the "Commission") on May 11, 1999 and declared effective by the Commission on
May 24, 1999.
We have examined originals or copies, certified or otherwise identified to
our satisfaction, of (i) the Articles of Incorporation and Bylaws of the Company
and (ii) such other certificates, instruments and documents as we considered
appropriate for purposes of the opinions hereafter expressed. In addition, we
reviewed such questions of law as we considered appropriate.
In connection with this opinion, we have assumed that (i) the Registration
Statement has become effective; (ii) a prospectus supplement will have been
prepared and filed with the Commission describing the Common Stock offered
thereby; (iii) all shares of Common Stock will be issued and sold in compliance
with applicable federal and state securities laws and in the manner stated in
the Registration Statement and the applicable prospectus supplement; (iv) at the
time of any offering or sale of any shares of Common Stock, that the Company
will have such number of shares of Common Stock, as set forth in such offering
or sale, authorized and available for issuance; and (v) a definitive
underwriting or similar agreement with respect to any shares of Common Stock
offered will have been duly authorized and validly executed and delivered by the
Company and the other parties thereto.
Based upon the foregoing examination and review, we are of the opinion that
when (a) the board of directors of the Company (or a duly authorized committee
thereof) has taken all necessary corporate action to approve the issuance and
sale of any shares of Common Stock, and (b) such shares have been issued and
sold as contemplated in the Registration Statement and any prospectus supplement
relating thereto, all such shares will be duly authorized, validly issued, fully
paid and nonassessable.
The foregoing opinions are limited to the laws of the United States of
America and the State of Colorado.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the prospectus and
prospectus supplements that are incorporated by reference therein under the
caption "Legal Matters." In giving this consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act and the rules and regulations thereunder.
Very truly yours,
BERENBAUM, WEINSHIENK & EASON, P.C.
/s/ Berenbaum, Weinshienk & Eason, P.C.
