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EXHIBIT 5.1
[DYKEMA GOSSETT LETTERHEAD]
July 30, 1999
Champion Enterprises, Inc.
2701 University Drive, Suite 300
Auburn Hills, MI 48326
Re: Registration Statement on S-4 in connection with the Exchange
Offer of 7 5/8% Senior Notes Due May 15, 2009 for 7 5/8%
Senior Notes Due May 15, 2009
Ladies and Gentlemen:
We have acted as counsel for Champion Enterprises, Inc., a Michigan
corporation (the "Company") and A-1 Homes Group, Inc., a Michigan corporation,
Accent Mobil Homes, Inc., a North Carolina corporation, Alpine Homes, Inc., a
Colorado corporation, American Transport, Inc., a Nevada corporation, Art
Richter Insurance, Inc., a Kentucky corporation, Auburn Champ, Inc., a Michigan
corporation, Bryan Mobile Homes, Inc., a Texas corporation, Builders Credit
Corporation, a Michigan corporation, CAC Funding Corporation, a Michigan
corporation, Cal- Nel, Inc., a Texas corporation, Care Free Homes, Inc., a
Michigan corporation, Carnival Homes, Inc., an Oklahoma corporation, Central
Mississippi Manufactured Housing, Inc., a Mississippi corporation, Champion
Financial Corporation, a Michigan corporation, Champion Home Builders Co., a
Michigan corporation, Champion Home Centers, Inc., a Michigan corporation,
Champion Home Communities, Inc., a Michigan corporation, Champion Motor Coach,
Inc., a Michigan corporation, Chandeleur Homes, Inc., a Michigan corporation,
Cliff Ave. Investments, Inc., a South Dakota corporation, Colonial Housing,
Inc., a Texas corporation, Country Estates Homes, Inc., an Oklahoma corporation,
Countryside Homes, Inc., a North Dakota corporation, Crest Ridge Homes, Inc., a
Michigan corporation, Crestpointe Financial Services, Inc., a Delaware
corporation, Dutch Housing, Inc., a Michigan corporation, Factory Homes Outlet,
Inc., an Idaho corporation, Factory Outlet, Inc., a Michigan corporation,
Fleming County Industries, Inc., a Kentucky corporation, Gateway Acceptance
Corp., a South Dakota corporation, Gateway Mobile & Modular Homes, Inc., a
Nebraska corporation, Gateway Properties Corp., a South Dakota corporation, Gem
Homes, Inc., a Delaware corporation, Grand Manor, Inc., a Michigan corporation,
Heartland Homes, Inc., a Texas corporation, HomePride Finance Corp., a Michigan
corporation, Homes America Finance, Inc., a Nevada corporation, Homes America of
Arizona,
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July 30, 1999
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Inc., an Arizona corporation, Homes America of California, Inc., a California
corporation, Homes America of Oklahoma, Inc., an Oklahoma corporation, Homes
America of Utah, Inc., a Utah corporation, Homes America of Wyoming, Inc., a
Wyoming corporation, Homes of Legend, Inc., a Michigan corporation, Homes of
Merit, Inc., a Florida corporation, I.D.A., Inc., an Oklahoma corporation,
Imperial Housing, Inc., a Texas corporation, Investment Housing, Inc., a Texas
corporation, Iseman Corp., a South Dakota corporation, Jasper Mobile Homes,
Inc., a Texas corporation, Kentuckybilt Homes, Inc., a Michigan corporation,
Lake Country Living, Inc., a Texas corporation, Lamplighter Homes, Inc., a
Washington corporation, Lamplighter Homes (Oregon), Inc., an Oregon corporation,
M&J Southwest Development Corp., a Texas corporation, Manufactured Housing of
Louisiana, Inc., a Michigan corporation, Mobile Factory Outlet, Inc., a Texas
corporation, Moduline International, Inc., a Washington corporation, Northstar
Corporation, a South Dakota corporation, Philadelphia Housing Center, Inc., a
Mississippi corporation, Premier Housing, Inc., a Texas corporation, Redman
Business Trust, a Delaware, Redman Homes Management Company, Inc., a Delaware
corporation, Redman Homes, Inc., a Delaware corporation, Redman Industries,
Inc., a Delaware corporation, Redman Investment, Inc., a Delaware corporation,
Redman Management Services Business Trust, a Delaware, Redman Retail, Inc., a
Delaware corporation, Regency Supply Company, Inc., a Delaware corporation, San
Jose Advantage Homes, Inc., a California corporation, Service Contract
Corporation, a Michigan corporation, Southern Showcase Finance, Inc., a Michigan
corporation, Southern Showcase Housing, Inc., a North Carolina corporation, Star
Fleet, Inc., an Indiana corporation, The Okahumpka Corporation, a Florida
corporation, Thomas Homes of Austin, Inc., a Texas corporation, Thomas Homes of
Buda, Inc., a Texas corporation, Thomas Homes of Texas, Inc., a Texas
corporation, Tom Terry Enterprises, Inc., a Nevada corporation, Trading Post
Mobile Homes, Inc., a Kentucky corporation, U.S.A. Mobile Homes, Inc., an Oregon
corporation, Victory Investment Company, an Oklahoma corporation, Vidor Mobile
Home Center, Inc., a Texas corporation, Western Homes Corporation, a Delaware
corporation, Whitworth Management, Inc., a Nevada corporation, and Wright's
Mobile Homes, Inc., a Texas corporation (each a "Subsidiary Guarantor" and,
together with the Company, the "Issuers") in connection with the preparation and
filing with the Securities and Exchange Commission under the Securities Act of
1933, as amended (the "Act"), of a Registration statement on Form S-4 (the
"Registration Statement") relating to the Exchange Offer by the Company of up to
$200,000,000 aggregate principal amount of 7 5/8% Senior Notes due May 15, 2009
(the "Exchange Notes") for $200,000,000 aggregate principal amount of 7 5/8%
Senior Notes due May 15, 2009. The Exchange Notes are to be issued pursuant to
an Indenture (the "Indenture") by and among the Company and The First National
Bank of Chicago, as Trustee.
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In so acting, we have examined and relied upon the originals, or copies
certified or otherwise identified to our satisfaction, of such of the Issuers'
records, documents, certificates and other instruments as in our judgment are
necessary or appropriate to enable us to render the opinions expressed below.
Based upon the foregoing, we are of the opinion that:
The Exchange Notes, when executed and authenticated in
accordance with the terms of the Indentures, and upon issuance
in accordance with the terms of the Exchange Offer in the
prospectus constituting a part of the Registration Statement
(the "Prospectus"), will be valid and binding obligations of
the Issuers, enforceable against the Issuers in accordance
with their terms, except as (a) the enforceability thereof may
be limited by or subject to bankruptcy, insolvency, fraudulent
conveyance, reorganization, arrangement, moratorium, usury or
similar laws now or hereafter affecting creditors' rights
generally and (b) rights or remedies (including, without
limitation, acceleration, specific performance and injunctive
relief) may be limited by equitable principles of general
applicability (including, without limitation, standards of
materiality, good faith, fair dealing and reasonableness)
whether such principles are considered in a proceeding in
equity or at law, and may be subject to the discretion of the
court before which any proceedings therefor may be brought.
We hereby consent to the use of this opinion as Exhibit 5.1 of the
Registration Statement, and to the reference to our firm under the heading
"Legal Matters" in the Prospectus. In giving such consent, we do not concede
that we are experts within the meaning of the Act or the rules or regulations
thereunder or that this consent is required by Section 7 of the Act.
Very truly yours,
DYKEMA GOSSETT PLLC
/s/ Dykema Gossett PLLC