EXHIBIT 5.3
[LETTERHEAD OF XXXXXXXXX-XXXXXXX. S.C.]
July 5, 2001
Xxxxxx Xxxxxx
Senior Care Industries, Inc.
000 Xxxxxxxx
Xxxxxx Xxxxx, XX 00000
Dear Xx. Xxxxxx,
Reference is made to contract for deed for 16 acres of
oceanfront land to be used for 326 vacation timeshare units, identified as Plaza
Resort Timeshares executed on April 30th, 2001, between Senior Care
International, S.A. de C.V. and Inmobiliaria Plaza Baja California, S.A. de C.V.
(hereinafter the "PROPERTY"). In such respect, we have been requested to provide
you with a legal opinion on such contracts .
In rendering the opinions expressed below, we have examined copies or
forms of the documents set forth below:
I.- Copy of the Contract for deed for 16 acres of ocean front
land identified as Plaza Resort, executed on April 30th, 2001,
by and between Senior Care International, S.A. de C.V. and
Inmobiliaria Plaza Baja California, S.A. de C.V, and
II.- Copy of the incorporation documentation of Senior Care
International, S.A. de C.V.
Based upon the foregoing, and under the assumption that Inmobiliaria
Baja California, S.A. de C.V. holds the rights to the PROPERTY and that Xxxxxxx
Xxxxxxxx is a representative of such company, we are of the opinion that:
1.- That such contract was executed on behalf of Inmobiliaria
Plaza Baja California, S.A. de C.V., by Xx. Xxxxxxx Xxxxxxxx, who stated
was an authorized representative of such company.
2.- That under Mexican law Senior Care International, S.A. de
C.V., is a legal entity in Mexico, and any documents which it executes are
valid.
3.- That the Contract for deed for the Plaza Resort Timeshares
identifies the PROPERTY and establishes a price for such, and in accordance with
Mexican Law, this is sufficient for such contract to be binding.
4.- In view of the above, it is our opinion that the Contract for
deed is a legally binding document for both Senior Care International,
S.A. de C.V. and Inmobiliaria Plaza Baja California, S.A. de C.V.
Consequently, although formal title to the PROPERTY will not pass
until the sale is formalized before a Notary Public, Senior Care
International, S.A. de C.V. has the right of ownership on the PROPERTY,
and could legally cause Inmobiliaria Plaza Baja California, S.A. de C.V.,
to transfer the PROPERTY to it or to its assignee.
Our opinion is limited to the laws of Mexico and to the legal status of
the PROPERTY and in no way do we express any opinion with respect to the laws of
any other jurisdiction.
This opinion is based upon currently existing statutes, rules,
regulations and judicial decisions and the facts as we know or have explicitly
assumed them to be. This opinion is rendered as of the date hereof, and it
applies only to the matters expressly stated herein and no opinion should be
inferred as to any other matter.
Truly yours, Xxxxxxxxx-Xxxxxxx, S.C.
S/ Xxxxxxxx Xxxxxxxxx Xxxxxxxx
---------------------------
Xxxxxxxx Xxxxxxxxx Xxxxxxxx
