Opinion re Legality
[Wyche, Burgess, Freeman & Parham Letterhead]
October 1, 1998
Mount Vintage Plantation Golf Course, LLC
108-1/2 Courthouse Square
Edgefield, South Carolina 29824
Re: Opinion regarding legality of shares issued pursuant to the
Registration Statement on Form S-11 of Mount Vintage
Plantation Golf Club, LLC
Ladies and Gentlemen:
The opinion set forth below replaces in its entirety our opinion
addressed to you on the same matter and dated August 31, 1998, and is rendered
with respect to the 150 membership units (the "Membership Units") of the Mount
Vintage Plantation Golf Club, LLC, a South Carolina limited liability company
(the "Company"), that will be registered with the Securities and Exchange
Commission on a registration statement on Form S-11 (the "Registration
Statement") pursuant to the Securities Act of 1933, as amended.
In this regard, we have examined the Company's Articles of Organization
and the form of the Company's operating agreement (the "Operating Agreement")
included as an appendix to the prospectus (the "Prospectus") contained in the
Registration Statement. We assume that purchasers of the Membership Units
pursuant to the Registration Statement will become parties to the Operating
Agreement by execution of the subscription agreement included as an appendix to
the Prospectus and that the Company will be run in accordance with the terms of
the Operating Agreement. We have also examined originals or copies of such
corporate documents and records of the Company, certificates of public
officials, certificates of the Company or any officer thereof and such other
documents as we have deemed relevant and necessary as the basis for this opinion
and statement.
With respect to matters of fact, we have relied upon certificates of
public officials and certificates of the Company or any officer thereof and have
assumed, without independent investigation, the accuracy of the factual
statements made and the information contained in such certificates. Nothing has
come to our attention to cause us to believe that we are not justified in
relying upon such certificates.
We have assumed, without investigation, the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to authentic original documents of all documents submitted to us as
copies, and the accuracy and completeness of all documents made available to us
by the Company. We have assumed, without investigation, the legal capacity of
all persons. We have assumed, without investigation, that there has not been any
mutual mistake of fact or misunderstanding. With respect to agreements,
instruments and other documents executed by entities or individuals other than
or in addition to the Company, we have assumed, without investigation, the power
and authority of any such other entity or individual to enter into and perform
all of its or his obligations under such agreements, instruments and other
documents, the due execution and delivery by each such entity or individual of
such agreements, instruments and other documents and that such agreements,
instruments and other documents are the valid, binding and enforceable
obligations of each such other entity or individual.
Based on and subject to the foregoing and subject to the comments,
limitations and qualifications set forth below, we are of the opinion that upon
payment to the Company by purchasers of the Membership
II-10
Units of the price indicated in the Registration Statement therefore, the
Membership Units offered pursuant to the Registration Statement will be legally
issued, fully paid to the Company and non-assessable.
The foregoing opinion is limited solely to matters governed by the laws
of the State of South Carolina in force on the date of this letter. We express
no opinion with regard to any matter that may be (or that purports to be)
governed by the laws of any other state or jurisdiction or any political
subdivision of the State of South Carolina. In addition, we express no opinion
with respect to any matter arising under or governed by the South Carolina
Uniform Securities Act, as amended, or any law respecting any environmental
matter.
This opinion is rendered as of the date of this letter and applies only
to the matters specifically covered by this opinion, and we disclaim any
continuing responsibility for matters occurring after the date of this letter.
This opinion is limited to the matters expressly set forth herein, and no
opinion is implied or may be inferred beyond the matters expressly stated
herein.
Except as noted below, this opinion is rendered for your benefit
in connection with the Registration Statement and the benefit of purchasers of
the Membership Units offered thereby and may not be relied upon, quoted or used
by any other person or entity or for any other purpose without our prior
written consent.
We consent to the use of this opinion as an exhibit to the Registration
Statement. We also consent to the use of our name under the heading "Legal
Matters" in the Registration Statement.
Very truly yours,
WYCHE, BURGESS, FREEMAN & PARHAM, P.A.
------------------------------------------
/s/ Wyche, Burgess, Freeman & Parham, P.A.
II-11