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[LETTERHEAD]
October 17, 2000
Evergreen Resources, Inc.
1401 17th Street, Suite 1200
Denver, Colorado 80202
Re: Registration Statement on Form S-8 with respect to the 2000 Stock
Incentive Plan of Evergreen Resources, Inc.
Gentlemen:
We have served as counsel for Evergreen Resources, Inc. (the "Company") in
connection with its registration under the Securities Act of 1933, as amended,
of an aggregate of 1,000,000 shares of its common stock, no par value (the
"Shares"), which are proposed to be offered and sold pursuant to the 2000 Stock
Incentive Plan of Evergreen Resources, Inc. (the "Plan"), and pursuant to the
Company's Registration Statement on Form S-8 (the "Registration Statement") to
be filed with the Securities and Exchange Commission (the "Commission") with
respect to the Shares.
We have reviewed the Company's articles of incorporation and bylaws, each
as amended to date, and have examined the originals, or copies certified or
otherwise identified to our satisfaction, of corporate records of the Company,
including minute books of the Company as furnished to us by the Company,
certificates of public officials and of representatives of the Company, statutes
and other instruments and documents, as a basis for the opinions hereinafter
expressed. In rendering this opinion, we have relied upon certificates of public
officials and officers of the Company with respect to the accuracy of the
factual matters contained in such certificates. We also have reviewed the Plan
and the Registration Statement.
In connection with such review, we have assumed with your permission (1)
the genuineness of all signatures; (2) the authenticity of all documents
submitted to us as originals and the conformity to original documents of all
documents submitted to us as certified or photostatic copies; and (3) the proper
issuance and accuracy of certificates of public officials and officers and
agents of the Company. In rendering opinions as to future events, we have
assumed the facts and law existing on the date hereof.
Based upon the foregoing, and having regard for such legal considerations
as we have deemed relevant, we are of the opinion that the Shares have been duly
authorized and, when issued and paid for in accordance with the terms of the
Plan, will be validly issued, fully paid and nonassessable.
This opinion is limited to the laws of the State of Colorado. This opinion
is rendered as of the date hereof, and we undertake no obligation to advise you
of any changes in applicable law or any other matters that may come to our
attention after the date hereof.
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5 to the Registration Statement. In giving this consent, we do not admit
that we are within the category of persons whose consent is required by Section
7 of the Securities Act, or other rules and regulations of the Commission
thereunder.
BERENBAUM, WEINSHIENK & EASON, P.C.
/s/ Berenbaum, Weinshienk & Eason, P.C.
