EXHIBIT 5.2 and 24.2




                      [LETTERHEAD OF ROBSON & MILLER, LLP]

                                                                October 23, 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



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