EXHIBIT 5.2 AND 24.2





                       [ROBSON & MILLER, LLP LETTERHEAD]



                                                     May 21, 1997

United Petroleum Corporation
4867 North Broadway
Knoxville, Tennessee 37928

                       Re:  United Petroleum Corporation
                            ----------------------------
Gentlemen:

         We have acted as counsel to United Petroleum Corporation, a Delaware
corporation (the "Company"), in connection with a registration statement on
Form S-8 (the "Registration Statement"), to be filed with the Securities and
Exchange Commission for the purpose of registering an aggregate of 2,500,000
shares (the "Shares") of common stock, $.01 par value per share (the "Common
Stock"), of the Company under the Securities Act of 1933, as amended (the
"Act"), to be issued upon proper exercise of various stock options or as bonus
shares in accordance with the 1994 Stock Option and Stock Bonus Plan (the
"Plan"), as amended by the 1995 Amendment as further amended by the 1996 and
1997 Amendments to the Plan (collectively the "Amended Plan").

         As counsel for the Company, we have examined and are familiar with the
Certificate of Incorporation and By-Laws of the Company, and all amendments
thereto. We are also familiar with the form of the Company's stock certificate,
the various stock option agreements and the Amended Plan pursuant to which
shares of Common Stock are to be issued, as well as all corporate proceedings
taken by the Company in connection with the authorization of the issuance of
the Shares. Throughout such examination we have assumed the genuineness of
signatures and accuracy and conformity to original documents of all copies of
documents supplied to us. As to questions of fact material to the opinion
expressed herein, we have, when relevant facts were not independently
determinable, relied upon information furnished to us by officers and directors
of the Company or their duly authorized agents or employees.

         Based upon the foregoing, it is our opinion that the Shares to be
issued in accordance with the Amended Plan, when certificates therefor have
been duly executed and delivered and the


Robson & Miller, LLP


consideration therefor duly paid, either as services performed for bonus
shares, or upon proper exercise of the several stock option agreements, will be
validly issued, fully paid and nonassessable.


         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.


                                                     Very truly yours,

                                                     /s/ Robson & Miller, LLP

                                                     Robson & Miller, LLP