<PAGE>
EXHIBIT 5
[LETTERHEAD OF BERENBAUM, WEINSHIENK & EASON, P.C.]
November 6, 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 registration under the
Securities Act of 1933, as amended (the "Securities Act"), of the offer and sale
of securities by the Company from time to time pursuant to Rule 415 under the
Securities Act, including 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 (the "Registration
Statement") and the Company's Registration Statement on Form S-3 (File No.
333-49202) filed with the Commission on November 2, 2000 pursuant to Rule 462(b)
under the Securities Act (the "Rule 462(b) Registration Statement"), and the
proposed offer and sale of 2,840,000 shares of Common Stock, plus up to 426,000
additional shares to cover over-allotments (the "Shares"), as described in a
Prospectus Supplement dated November 2, 2000 filed with the Commission pursuant
to Rule 424(b)(2) under the Securities Act (the "Prospectus Supplement").
We have examined originals or copies, certified or otherwise identified
to our satisfaction, of the definitive underwriting agreement with respect to
the sale of the Shares (the "Underwriting Agreement"), the Registration
Statement, the Rule 462(b) Registration Statement, the Prospectus Supplement
and the Articles of Incorporation and Bylaws of the Company and 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.
Based upon the foregoing examination and review, we are of the opinion
that the Shares have been duly authorized and, when sold in accordance with the
Underwriting Agreement, will be validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the laws of the State of Colorado.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the Rule 462(b) Registration Statement and to the
use of our name in the Prospectus Supplement forming a part of the Registration
Statement and the Rule 462(b) Registration Statement under the caption "Legal
Matters." In giving this consent, we do not admit that we are
<PAGE>
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,
/s/ Berenbaum, Weinshienk & Eason, P.C.
