As filed with the Securities and Exchange Commission on March 19, 1999
Registration No. 333-69577
- ------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
Amendment No. 3
to
Form S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------
DENBURY RESOURCES INC.
(Exact name of Registrant as specified in its charter)
Canada 1311 Not Applicable
(State or other jurisdiction of (Primary standard industrial (I.R.S. employer
incorporation or organization) classification code number) identification no.)
PHIL RYKHOEK, C.F.O.
Denbury Resources Inc.
17304 Preston Road, Suite 200 17304 Preston Road, Suite 200
Dallas, Texas 75252 Dallas, Texas 75252
(972) 673-2000 (972)673-2000; Facsimile:(972)673-2051
(Address and telephone number of (Name, address and telephone number of
Registrant's principal executive offices) Agent for Service)
Copies to:
DONALD W. BRODSKY
KAREN BRYANT
Jenkens & Gilchrist,
A Professional Corporation
1100 Louisiana, Suite 1800
Houston, TX 77002
(713)951-3300; Facsimile:(713)951-3314
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after (a) the effectiveness of this Registration Statement and (b)
the effective date of the continuance of Denbury Resources Inc., a Canadian
corporation, as a domestic corporation under Delaware law which, as continued
under Delaware law, is the "Registrant".
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SUCH
SECTION 8(A), MAY DETERMINE.
<PAGE>
PART II
Item 21. Exhibits and Financial Statement Schedules
(a) Exhibits.
Exhibit
No. Description of Exhibit
- ------- ----------------------
3(a) Articles of Continuance of Denbury Resources Inc., as amended
(incorporated by reference as Exhibits 3(a), 3(b), 3(c), 3(d) of the
Company's Registration Statement on Form F-1 dated August 25, 1995,
Exhibit 4(e) of the Company's Registration Statement on Form S-8 dated
February 2, 1996 and Exhibit 3(a) of the Pre-effective Amendment No. 2
of the Company's Registration Statement on Form S-1 dated October 22,
1996).
3(b) General By-Law No. 1: A By-Law Relating Generally to the Conduct of
the Affairs of Denbury Resources Inc., as amended (incorporated by
reference as Exhibit 3(e) of the Company's Registration Statement on
Form F-1 dated August 25, 1995, Exhibit 4(d) of the Registrant's
Registration Statement on Form S-8 dated February 2, 1996.
3(c) Restated Articles of Incorporation of Denbury Management, Inc.
(incorporated by reference as Exhibit 3(c) of the Registrant's
Registration Statement on Form S-3 dated February 19, 1998).
3(d) Bylaws of Denbury Management, Inc. (incorporated by reference as
Exhibit 3(c) of the Registrant's Registration Statement on Form S-3
dated February 19, 1998).
3(e)* Certificate of Domestication of Denbury Resources Inc. (attached as
Exhibit C to the Prospectus of this Registration Statement).
3(f)* Form of Certificate of Incorporation of Denbury Resources Inc., a
Delaware corporation (attached as Exhibit D to the Prospectus of this
Registration Statement).
3(g)* Form of By-laws of Denbury Resources Inc., a Delaware corporation
(attached as Exhibit E to the Prospectus of this Registration
Statement).
4(a) See Exhibits 3(a), 3(b), 3(c) and 3(d) for provisions of the Articles
of Continuance and General By-Law No. 1 of the Company defining the
rights of the holders of Common Shares.
4(b) Form of Indenture between DMI and Chase Bank of Texas National
Association, as trustee (incorporated by reference as Exhibit 4(b) of
Registrant's Registration Statement on Form S-3 dated February 19,
1998).
4(c) Section 190 of the Canada Business Corporation Act (attached as
Exhibit B to the Prospectus of this Registration Statement).
5(a)* Form of legality opinion of Jenkens & Gilchrist, a Professional
Corporation.
8(a)** Opinion of Burnet, Duckworth & Palmer as to Canadian tax matters.
8(b)** Opinion of Jenkens & Gilchrist, a Professional Corporation as to
United States tax matters.
10(a) Stock Purchase Agreement dated December 16, 1998 between the Company
and TPG Partners II, L.L.C. (incorporated by reference as Exhibit 99.1
of the Registrant's Form 8-K dated December 17, 1998).
2
<PAGE>
Exhibit
No. Description of Exhibit
- ------- ----------------------
10(b)* Consent letter and form of Fourth Amendment to First Restated Credit
Agreement, by and among Denbury Management, as borrower, Denbury
Resources Inc., as guarantor, NationsBank of Texas, N.A. as
administrative agent and NationsBank of Texas, N.A. as bank, dated
November 30, 1998.
12* Statement of Ratio of Earnings to Fixed Charges.
13 Registrant's Annual Report on Form 10-K, as amended, for the year
ended December 31, 1998 (incorporated by reference and separately
filed).
21 Subsidiaries of Denbury Resources Inc., (incorporated by reference as
Exhibit 21 of Registrant's Form 10-K for the year ended December 31,
1997).
23(a)* Consent of Deloitte & Touche LLP.
23(b)* Consent of Burnet, Duckworth & Palmer (contained in its opinion filed
as Exhibit 8(a).
23(c)* Consent of Jenkens & Gilchrist, a Professional Corporation (contained
in its opinions filed as Exhibit 5(a)and 8(b)).
23(d)* Netherland, Sewell & Associates Reserve Summary Letter as to reserves
at December 31, 1998.
23(e)** Consent of Netherland, Sewell & Associates.
24(a)* Power of Attorney (contained on the signature page of this
Registration Statement).
99.1* Consent of Credit Suisse First Boston Corporation.
99.2* Termination of securities purchase agreement Letter Agreement dated
March 1, 1999, by and between TPG Partners, L.P. and TPG Parallel I,
L.P., as purchaser and Denbury Resources Inc., as seller.
99.3* Opinion of Griffiths, McBurney and Partners regarding liquidity of
Registrant's trading market (attached as Exhibit F to the Prospectus
of this Registration Statement).
- ---------------------------
* Previously filed.
** Filed herewith.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act the registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on March 18, 1999.
DENBURY RESOURCES INC.
By: /s/ Phil Rykhoek
-----------------------------
Phil Rykhoek
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated, in multiple counterparts with the effect
of one original.
Signatures Title Date
---------- ----- ----
/s/ Gareth Roberts* President, Chief Executive Officer March 18, 1999
- --------------------- and Director of Denbury
Gareth Roberts (Principal Executive Officer)
/s/ Phil Rykhoek Chief Financial Officer, Secretary and March 18, 1999
- --------------------- Authorized Representative of Denbury
Phil Rykhoek (Principal Financial Officer)
/s/ Bobby J. Bishop* Controller and Chief Accounting March 18, 1999
- --------------------- Officer of Denbury
Bobby J. Bishop (Principal Accounting Officer)
/s/ Ronald G. Greene* Chairman of the Board and March 18, 1999
- --------------------- Director of Denbury
Ronald G. Greeene
/s/ Wieland Wettstein* Director of Denbury March 18, 1999
- ---------------------
Wieland Wettstein
/s/ Wilmot Matthews * Director of Denbury March 18, 1999
- ---------------------
Wilmot Matthews
By: /s/ Phil Rykhoek
- -----------------------
Phil Rykhoek
*Attorney-in-Fact pursuant to
Power of Attorney contained in
original filing of the Registration
Statement.
4
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description of Exhibit
- ------- ----------------------
8(a) Opinion of Burnet, Duckworth & Palmer as to Canadian tax matters.
8(b) Opinion of Jenkens & Gilchrist, a Professional Corporation as to
United States tax matters.
23(e) Consent of Netherland, Sewell & Associates.
- ---------------------------
5
EXHIBIT 8(a)
[GRAPHIC OMITTED]
March 18, 1999
Denbury Resources Inc.
17304 Preston Road, Suite 200
Dallas, Texas 75252
Dear Sirs:
Re: Form S-4 Registration Statement under the Securities Act of 1933 of
Denbury Resources Inc. ("Denbury")
Attached hereto as Schedule "A" is our opinion as to the Material Canadian
Federal Income Tax Considerations generally applicable to Denbury and its
shareholders of Denbury's change of corporate domicile and merger. Such opinion
is subject to the comments and qualifications specifically referenced therein.
/s/ Burnet, Duckworth & Palmer
1400, 350 - 7 Avenue S.W.
Calgary, Alberta T2P 3N9
Phone: (403) 260-0100
Fax: (403) 260-0332
www.bdplaw.com
Frank L. Burnet Q.C. (1890-1982)
Thomas J. Duckworth Q.C., Counsel
8(a)-1
<PAGE>
Schedule A
Material Canadian Federal Income Tax Consequences of the Move of Corporate
Domicile and Merger
In the opinion of Burnet, Duckworth & Palmer, Canadian counsel to Denbury ,
the following are the material Canadian federal income tax considerations under
the Income Tax Act (Canada), the "Canadian Tax Act", with respect to the move
generally applicable to Denbury and to you if, for purposes of the Canadian Tax
Act, you hold your shares of Denbury Canada's common shares and will hold your
Denbury Delaware common stock as capital property and you deal at arm's length
with Denbury. This opinion does not apply to you if you are or will be a foreign
affiliate of any person resident in Canada, or a person to whom Denbury will be
a foreign affiliate following continuation within the meaning of the Canadian
Tax Act. This opinion is also not applicable to a corporation which is a
"specified financial institution" or to whom the mark-to-market provisions of
the Canadian Tax Act otherwise apply.
Shares will generally be considered to be capital property to you unless
such shares are held in the course of carrying on a business or are acquired in
a transaction considered to be an adventure in the nature of trade. You should
consult your own tax advisors regarding whether you hold your shares of Denbury
Canada's common shares as capital property and will hold your Denbury Delaware
common stock as capital property for the purposes of the Canadian Tax Act. If
you are resident in Canada and your shares might not otherwise qualify as
capital property, you may be entitled to obtain this qualification by making an
irrevocable election under Subsection 39(4) of the Canadian Tax Act prior to the
continuance. If you do not hold your shares as capital property, you should
consult your own tax advisors regarding your particular circumstances.
This opinion is based on the current provisions of the Canadian Tax Act, th
e regulations thereunder, the Canada-United States Income Tax Convention, 1980,
as amended, the "Tax Treaty", and counsel's understanding of the current
administrative practices published by Revenue Canada, Customs, Excise and
Taxation: "Revenue Canada". This opinion takes into account specific proposals
to amend the Canadian Tax Act and regulations publicly announced by the Minister
of Finance prior to the date of the Proxy Statement/Prospectus, collectively the
"Tax Proposals", and assumes that all Tax Proposals will be enacted in their
present form. However, no assurances can be given that the Tax Proposals will be
enacted in their present form. This opinion does not take into account or
anticipate any other changes in the law, nor does it take into account
provincial, territorial or foreign income tax legislation or considerations,
which may differ from the Canadian federal income tax considerations described
herein. No ruling has been obtained from Revenue Canada to confirm the tax
consequences of any of these transactions.
These opinions are based on the assumptions that shares of Denbury continu
e to be listed on a stock exchange which is prescribed for the purposes of the
Tax Act, and Denbury Canada common shares and the Denbury Delaware common stock
may not reasonably be considered to derive their value, directly or indirectly,
primarily from portfolio investment in shares, debt, commodities or any other
similar properties.
This opinion does not discuss all aspects of Canadian federal income
taxatio n that may be relevant to you. You should consult your own tax advisors
with respect to the tax consequences of these transactions in your particular
circumstances.
8(a)-2
<PAGE>
TAXATION OF THE COMPANY. Upon the continuance, Denbury will be deemed to
have disposed of all of its property for its fair market value immediately prior
to the continuance. Denbury will be subject to tax under the Canadian Tax Act on
any income and net taxable capital gains that result. Denbury will also be
subject to an additional tax at the rate of five percent on the amount by which
the fair market value of Denbury's assets, net of liabilities, exceeds the
paid-up capital of the Denbury's issued and outstanding shares. However, if one
of the main reasons for Denbury changing its residence to the United States was
to reduce the amount of such additional tax or Canadian withholding tax, the
rate of such tax would be 25 percent. Denbury will not be resident in Canada
after the continuance for the purposes of the Canadian Tax Act. The management
of Denbury, in consultation with some of its advisors, has reviewed Denbury's
assets, liabilities and paid-up capital and has advised counsel that no Canadian
federal taxes should be due and payable by Denbury under the Canadian Tax Act as
a result of the continuance. Based upon key representations made by Denbury,
counsel is of the opinion that no Canadian tax liability will result from the
continuance. The representations of Denbury upon which this opinion is based are
that the fair market value of Denbury's assets is less than the aggregate value
of the paid-up capital of all of Denbury's issued and outstanding shares and
that all of the liabilities of Denbury, and the deemed disposition of all of
Denbury's assets at fair market value upon the continuance will not create
income in excess of the Canadian tax deductions available to Denbury.
Denbury's representations are based on the trading value of Denbury's
securities and the price at which securities are to be issued to TPG, and
counsel can express no opinion on matters of factual determination. The facts
underlying Denbury's assumptions and conclusions may also change prior to the
effective date of the continuance. Denbury has not applied to Canadian federal
tax authorities for a ruling as to the amount of federal taxes payable by
Denbury under the Canadian Tax Act as a result of the continuance and does not
intend to apply for such a ruling given the factual nature of the determinations
involved. It is possible that the Canadian federal tax authorities will not
accept the valuations or the positions that Denbury has adopted. Accordingly, it
is possible that the Canadian federal tax authorities will conclude after the
effective date of the continuance that Canadian federal taxes are due under the
Canadian Tax Act as a result of the continuance.
TAXATION OF SHAREHOLDERS RESIDENT IN CANADA. The following portion of the
opinion applies to you if you are resident in Canada for the purposes of the
Canadian Tax Act.
You will not be considered to have disposed of your Denbury Canada common
shares or to have realized a taxable capital gain or loss solely due to the
continuance. The continuance will also have no effect on the adjusted cost base
to you of your Denbury Canada common shares.
Following the continuance, dividends received by you on shares of Denbury
Delaware common stock will be included in computing income and will generally
not be deductible if you are a corporation, and, if you are an individual, such
dividends will not receive the gross-up and dividend tax credit treatment
generally applicable to dividends on shares of taxable Canadian corporations.
8(a)-3
<PAGE>
Also, following the continuance, shares of Denbury Delaware common stock
will be a qualified investment for trusts governed by deferred profit sharing
plans, registered retirement saving plans and registered income funds,
collectively "Deferred Income Plans", provided such shares remain listed on a
prescribed stock exchange. SUCH SHARES WILL BE FOREIGN PROPERTY AFTER THE
EFFECTIVE DATE OF THE CONTINUANCE, AND ACCORDINGLY, THE HOLDING OF SUCH SHARES
BY DEFERRED INCOME PLANS OR BY OTHER TAX-EXEMPT ENTITIES INCLUDING REGISTERED
INVESTMENTS AND REGISTERED PENSION PLANS MAY SUBJECT SUCH HOLDERS TO PENALTY
TAXES UNDER THE CANADIAN TAX ACT. HOWEVER, THESE HOLDERS OF DENBURY SHARES AT
THE TIME OF THE CONTINUANCE MAY BE ENTITLED TO AVAIL THEMSELVES OF A PROVISION
OF THE CANADIAN TAX ACT TO ELIMINATE SUCH PENALTY TAX FOR UP TO 24 MONTHS
FOLLOWING THE CONTINUANCE. THIS PERMITS DEFERRED INCOME PLANS AND OTHER TAX
EXEMPT PERSONS TO EITHER DISPOSE OF THEIR SHARES ON A ORDERLY BASIS, OR TO
RE-BALANCE THEIR PORTFOLIOS TO FALL WITHIN THE LIMITS PLACED ON OWNERSHIP OF
"FOREIGN PROPERTY". SUCH HOLDERS ARE URGED TO CONTACT THEIR OWN TAX ADVISORS TO
DETERMINE THE POTENTIAL APPLICABILITY OF SUCH PENALTY TAXES TO THEM.
TAXATION OF DISSENTING SHAREHOLDERS. Pursuant to the administrative
practices of Revenue Canada, the amount paid to you if you dissent should be
treated as proceeds of your common shares. Accordingly, you would recognize a
capital gain, or a capital loss, to the extent that the amount received, net of
any reasonable costs of disposition, exceeds, or is less than, the adjusted cost
base of your holder's common shares. If you are a corporation, any capital loss
arising on the disposition of common shares may in certain circumstances be
reduced by the amount of any dividends which have been received on such shares,
and analogous rules apply to a partnership or trust of which a corporation is a
member or beneficiary. You will be required to include three-quarters of any
capital gain in computing your income for purposes of the Canadian Tax Act and
will be entitled to deduct three-quarters of any capital loss only against
taxable capital gains in accordance with the Canadian Tax Act.
TAXATION OF SHAREHOLDERS NOT RESIDENT IN CANADA. The following portion of
this opinion applies to you if for purposes of the Canadian Tax Act you:
o are not resident or deemed to be resident in Canada at any time when
you held or hold Denbury Canada common shares;
o do not use or hold and are not deemed to use or hold your Denbury
Canada common shares in the course of carrying on a business in
Canada; or
o carry on an insurance business in Canada and elsewhere, and establish
that Denbury Canada common shares are "designated insurance property."
You will not be considered to have disposed of your Denbury Canada common
shares or to have realized a taxable capital gain or loss solely due to the
continuance. The continuance will also have no effect on the adjusted cost base
of your Denbury Canada common shares. After the effective date of the
8(a)-4
<PAGE>
continuance, dividends received by a shareholder on Denbury Delaware common
stock will not be subject to Canadian withholding tax.
Provided that a Denbury Canada common share is not "taxable Canadian
property" to you at the time of disposition of such share, you will not be
subject to Canadian tax on any capital gain arising by reason of the disposition
of such Denbury Canada common share. After the effective date of the
continuance, based on the present activities of Denbury Delaware, Denbury
Delaware common stock will not generally be "taxable Canadian property" to you
at any particular time.
Pursuant to the administrative practices of Revenue Canada, the amount paid
to you if you dissent should be treated as proceeds of disposition of your
Denbury Canada common shares. Provided that such shares are not taxable Canadian
property for the purposes of the Canadian Tax Act, such proceeds of disposition
will not be subject to Canadian tax. You should consult your own tax advisors in
this regard.
8(a)-5
EXHIBIT 8(b)
Jenkens & Gilchrist
A P R O F E S S I O N A L C O R P O R A T I O N
Denbury Resources Inc.
March 18, 1999
Page 1
1100 Louisiana
Suite 1800
Houston, Texas 77002 AUSTIN, TEXAS
(512) 499-3800
(713) 951-3300
Telecopier (713) 951-3314 DALLAS, TEXAS
(214) 855-4500
LOS ANGELES, CALIFORNIA
(310) 820-8800
WRITER'S DIRECT DIAL NUMBER
Andrius R. Kontrimas SAN ANTONIO, TEXAS
(713) 951-3303 (210)246-5000
WASHINGTON, D.C.
(202) 326-1500
March 18, 1999
Denbury Resources Inc.
17304 Preston Road, Suite 200
Dallas, Texas 75252
Ladies and Gentlemen:
We have acted as counsel to Denbury Resources, Inc., a corporation
constituted under the Canada Business Corporations Act (the "Company"), in
connection with the domestication of the Company into Delaware (the
"Continuation") and the subsequent liquidation of Denbury Management, Inc.
("DMI") into the resulting Delaware corporation ("DRI Delaware") (the "Merger"),
as described in the Form S-4 registration statement filed with the Securities
and Exchange Commission (the "Commission") on December 23, 1998 (as thereafter
amended from time to time and together with all exhibits thereto, the
"Registration Statement"). Except as otherwise indicated, capitalized terms used
herein shall have the meanings assigned to them in the Registration Statement.
Set forth below are our opinions and the assumptions and documents upon
which we have relied in rendering our opinions.
A. Documents Reviewed
In connection with the opinions rendered below, we have reviewed and relied
upon the following documents:
1. the Registration Statement,
2. the proposed Articles of Merger of DRI Delaware and DMI,
3. the proposed Certificate of Incorporation of DRI Delaware,
8(b)-1
<PAGE>
Jenkens & Gilchrist
A P R O F E S S I O N A L C O R P O R A T I O N
Denbury Resources Inc.
March 18, 1999
Page 2
4. the Certificate of the Company attached hereto as Exhibit "A"
(the "Certificate"), and
5. such other documents as we have deemed necessary or appropriate
for purposes of this opinion.
B. Assumptions
In connection with the opinions rendered below, we have assumed:
1. that all signatures on all documents submitted to us are genuine,
that all documents submitted to us as originals are authentic,
that all documents submitted to us as copies are accurate, that
all information submitted to us is accurate and complete, and
that all persons executing and delivering originals or copies of
documents examined by us are competent to execute and/or deliver
such documents; and
2. that the Continuation, Merger and the other transactions
specified in the Registration Statement to be effected on or
prior to the closing date will be consummated as contemplated in
the Registration Statement and without waiver of any material
provision thereof.
C. Opinions
Based solely upon the documents and assumptions set forth above, and
conditioned upon the initial and continuing accuracy of the factual
representations set forth in the Certificate as of the date hereof,
(a) it is our opinion that the Continuation will be a reorganization
within the meaning of Section 368(a) of the Code; and
(b) it is our opinion that the descriptions of the law and the legal
conclusions contained in the Registration Statement under the
caption "Material United States Federal Income Tax Consequences
to Shareholders of the Move of Corporate Domicile and Merger" and
"Material United States Federal Income Tax Consequences to
Denbury of the Move of Corporate Domicile and Merger" as they
relate to the Continuation and the Merger are correct in all
material respects and that the discussion thereunder fairly
states the United States federal income tax consequences of the
Continuation and the Merger that are likely to be material to the
Company and the U.S. Shareholders and non-U.S. Shareholders of
the Company.
8(b)-2
<PAGE>
Jenkens & Gilchrist
A P R O F E S S I O N A L C O R P O R A T I O N
Denbury Resources Inc.
March 18, 1999
Page 3
D. Limitations
1. Except as otherwise indicated, the opinions contained in this
letter are based upon the Code and its legislative history, the
Treasury regulations promulgated thereunder (the "Regulations"),
judicial decisions, and current administrative rulings and
practices of the Internal Revenue Service, all as in effect on
the date of this letter. These authorities may be amended or
revoked at any time. Any such changes may or may not be
retroactive with respect to transactions entered into or
contemplated prior to the effective date thereof and could
significantly alter the conclusions reached in this letter. There
is no assurance that legislative, judicial, or administrative
changes will not occur in the future. We assume no obligation to
update or modify this letter to reflect any developments that may
occur after the date of this letter.
2. The opinions expressed herein represent counsel's best legal
judgment and are not binding upon the Internal Revenue Service or
the courts and are dependent upon the accuracy and completeness
of the documents we have reviewed under the circumstances, the
assumptions made and the factual representations contained in the
Certificate. To the extent that any of the factual
representations provided to us in the Certificate are with
respect to matters set forth in the Code or the Regulations, we
have reviewed with the individuals making such factual
representations the relevant portions of the Code and the
applicable Regulations and are reasonably satisfied that such
individuals understand such provisions and are capable of making
such factual representations. We have made no independent
investigation of the facts contained in the documents and
assumptions set forth above, the factual representations set
forth in the Certificate or the Registration Statement. No facts
have come to our attention, however, that would cause us to
question the accuracy and completeness of such facts or documents
in a material way. Any material inaccuracy or incompleteness in
these documents, assumptions or factual representations (whether
or not made by the Company) could adversely affect the opinions
stated herein.
3. We are expressing opinions only as to those matters expressly set
forth in Section C above. No opinion should be inferred as to any
other matters, including any other transactions described in the
Registration Statement. This opinion does not address the various
state, local or foreign tax consequences that may result from the
Continuation or Merger. In addition, no opinion is expressed as
to any federal income tax consequence of the Continuation or
Merger, except as specifically set forth herein, and this opinion
may not be relied upon except with respect to the consequences
specifically discussed herein.
8(b)-3
<PAGE>
Jenkens & Gilchrist
A P R O F E S S I O N A L C O R P O R A T I O N
Denbury Resources Inc.
March 18, 1999
Page 4
4. This opinion letter is issued for your benefit and the U.S.
Shareholders and non-U.S. Shareholders of the Company and no
other person or entity may rely hereon without our express
written consent. This opinion letter may be filed as an exhibit
to the Registration Statement. Furthermore, we consent to the
reference to Jenkens & Gilchrist, a Professional Corporation,
under the captions "Material United States Federal Income Tax
Consequences to Shareholders of the Move of Corporate Domicile
and Merger" and "Material United States Federal Income Tax
Consequences to Denbury of the Move of Corporate Domicile and
Merger." In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended, or the
rules and regulations of the Commission promulgated thereunder.
Very truly yours,
JENKENS & GILCHRIST,
a Professional Corporation
By:/s/ Andrius R. Kontrimas
Andrius R. Kontrimas,
Authorized Signatory
ARK/bn:at
8(b)-4
EXHIBIT 23(e)
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS
We hereby consent to references to our firm and to our reports effective
December 31, 1996; December 31, 1997; and December 31, 1998 in the Form 10-K
report for the year ended December 31, 1998 of Denbury Resources Inc., a
Canadian corporation (the "Company"), and Denbury Management, Inc., a Texas
corporation, and the incorporation thereof into the Company's Registration
Statement on Form S-4 (No. 333-69577) first filed with the Securities and
Exchange Commission on December 23, 1998.
NETHERLAND, SEWELL & ASSOCIATES, INC.
By: /s/ Frederic D. Sewell
----------------------------
Frederic D. Sewell
President
Dallas, Texas
March 19, 1999
