Exhibit 5.1
August 8, 1997
UP Sedona, Inc.
5745 North Scottsdale Road
Suite B-101
Scottsdale, Arizona 85020
RE: REGISTRATION STATEMENT ON FORM S-11
REGISTRATION NUMBER 333-22643
Ladies and Gentlemen:
As legal counsel to UP Sedona, Inc., an Arizona corporation (the
"Company"), we have assisted in the preparation of the Company's Registration
Statement on Form S-11, Registration Number 333-22643, as amended (the
"Registration Statement"), filed with the Securities and Exchange Commission in
connection with the registration under the Securities Act of 1933, as amended,
of 225 Resort Hotel Investment Units (condominiums coupled with a mandatory
rental pool) (the "Units") to be sold by you as described in the Registration
Statement. The facts, as we understand them, are set forth in the Registration
Statement.
With respect to the opinion set forth below, we have examined
originals, certified copies, or copies otherwise identified to our satisfaction
as being true copies, only of the following:
A. The Articles of Incorporation of the Company, as filed with the
Arizona Corporation Commission on December 17, 1996;
B. The Bylaws of the Company, as amended through the date hereof;
C. The Registration Statement, including the exhibits thereto; and
D. The Resolutions of the Board of Directors of the Company relating to
the approval of the filing of the Registration Statement and the transactions in
connection therewith;
UP Sedona, Inc.
August 8, 1997
Page 2
We have assumed (i) the genuineness and authenticity of all documents
examined by us and all signatures thereon and the conformity to originals of all
copies of all documents examined by us; (ii) the Purchase Contracts and Hotel
Operating and Rental Pool Agreement will constitute a legal, valid and binding
obligation of the parties to such agreements other than the Company (such other
parties referred to as the "Other Parties") under the laws of all applicable
jurisdictions; (iii) the Other Parties have obtained all necessary consents,
authorizations, approvals, permits or certificates (governmental and otherwise)
that are required as a condition to the execution and delivery of the Purchase
Contracts and Hotel Operating and Rental Pool Agreement by the Other Parties and
to the performance of, and carrying out by, the Other parties of the
transactions contemplated thereby; (iv) the Other Parties will act in a
commercially reasonable manner in enforcing their rights under the Purchase
Contracts and the Hotel Operating and Rental Pool Agreement; and (v) the
Purchase Contracts and the Hotel Operating and Rental Pool Agreement accurately
describe and contain the mutual understanding of the parties thereto and there
are no oral or written statements or agreements that modify, amend or vary, or
purport to modify, amend or vary, the terms of the Purchase Contracts or the
Hotel Operating and Rental Pool Agreement.
In rendering this opinion, we have relied upon (a) the representations
and warranties of the Company as set forth in the Purchase Contract and Hotel
Operating and Rental Pool Agreement as to certain factual matters, all of which
representations and warranties we have assumed to be true and correct in all
respects as of the date hereof; and (b) the various representations and
warranties by Other Parties as to factual matters contained in the Purchase
Contract and the Hotel Operating and Rental Pool Agreement.
Based upon and subject to the foregoing, and to the further limitations
and qualifications set forth below, and assuming: (i) the due authorization,
execution and delivery by the Other Parties thereto of the Purchase Contracts
and the Hotel Operating and Rental Pool Agreement, (ii) the due acceptance of
the Company of a Purchase Contract from each of the purchasers, and (iii) the
payment by each purchaser to the Company of the full consideration due from it
for the Unit(s) acquired by it, it is our opinion that:
1. The Purchase Contracts will constitute a legal, valid and binding
obligation of the Company, enforceable in accordance with its terms.
2. The Hotel Operating and Rental Pool Agreement will constitute a
legal, valid, and binding obligation of the Company.
UP Sedona, Inc.
August 8, 1997
Page 3
3. The Units to be sold in accordance with the transactions
contemplated by the Purchase Contract and Hotel Operating and Rental Pool
Agreement will be validly issued, duly authorized and fully paid.
4. The Company has taken all corporate action required to be taken by
it to authorize the issuance and sale of the Units.
The enforceability of the Purchase Contracts may be subject to (i)
bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or
hereafter in effect relating to creditors' rights, and (ii) general principles
of equity, including the principle of the remedy of specific performance and
injunctive and other forms of equitable relief that may be subject to equitable
defenses and to the discretion of the court before which any proceeding
therefore may be brought.
Please be advised that we are members of the State Bar of Arizona, and
our opinion is limited to the legality of matters under the laws of the State of
Arizona. Further, our opinion is based solely upon existing laws, rules and
regulations, and we undertake no obligation to advise you of any changes that
may be brought to our attention after the date hereof.
We hereby expressly consent to any reference to our firm in the
Registration Statement and the inclusion of this Opinion as an exhibit to the
Registration Statement.
Very truly yours,
O'Connor, Cavanagh, Anderson,
Killingsworth & Beshears,
A Professional Association