EXHIBIT 5.1
EXHIBIT 5.1
[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 650 acres of land identified
as the Hills of Baja Mar, executed on April 30th, 2001, between Senior Care
International, S.A. de C.V. and Planificacion y Desarrollo Regional Jatay, 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:
1. Copy of the Contract for deed for 650 acres of land identified as the Hills
of Baja Mar, executed on April 30th, 2001, by and between Senior Care
International, S.A. de C.V. and Planificacion y Desarrollo Regional Jatay, S.A.
de C.V.
2. Copy of the bylaws of Planificacion y Desarrollo Regional Jatay, S.A. de
C.V.;
3. Copy of the Trust Agreement in which Planificacion y Desarrollo Regional
Jatay, S.A. de C.V. is granted beneficiary rights to the PROPERTY, and
4. Copy of the incorporation documentation of Senior Care International, S.A. de
C.V.
Based upon the foregoing, we are of the opinion that:
1.- That such contract was executed on behalf of Planificacion y
Desarrollo Regional Jatay, S.A. de C.V., by Xx. Xxxxxxx Xxxxxxxx who is the
legal 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 Hills of Baja Mar identifies the
PROPERTY and establishes a price for such, and in accordance with Mexican Law,
this is sufficient for such contract to be binding between the parties.
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 Planificacion y Desarrollo Regional Jatay, S.A. de C.V
1
Consequently, although the rights to the PROPERTY will not pass until
the transfer is formalized before a Notary Public, Senior Care International,
S.A. de C.V. has the rights on the PROPERTY, as established in the Trust
Agreement referred to above, and can legally cause Planificacion y Desarrollo
Regional Jatay, S.A. de C.V to transfer its beneficiary rights to 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
