July 29, 1996




North American Resorts, Inc.
315 East Robinson Street
Orlando, Florida 32801

Gentlemen:

     I have acted as counsel for the company in connection with the preparation
of the Registration Statement, and based on this, I am of the opinion that:

     1. The company is a corporation, duly organized, validly existing, and in
good standing under the laws of the State of Colorado, with corporate authority
to conduct the business in which it is now engaged, and as described in the
Registration Statement.

     2. There is not pending, or to the knowledge of counsel, threatened, any
action, suit, or proceeding before or by any court or governmental agency or
body to which the company is a party, or to which any property of the company is
subject, and which, in the opinion of counsel, could result in a material
adverse change in the business, business prospects, financial position or
results or operations, present or prospective, of the company or of its
properties or assets.

     3. There is no liquidation preference for any shareholder, common or
preferred, all have the same standing in regard to liquidation.


                                            Cordially,

                                            /s/ Charles Clayton
                                                Charles Clayton