EXHIBIT 5.2
EXHIBIT 5.2
[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
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Xxxxxxxx Xxxxxxxxx Xxxxxxxx
