EXHIBIT 5.5
[LETTERHEAD OF XXXXXXXXX-XXXXXXX. S.C.]
June 5, 2001
Xxxxxx Xxxxxx
Senior Care Industries, Inc.
000 Xxxxxxxx
Xxxxxx Xxxxx, XX 00000
Dear Xx. Xxxxxx,
Reference is made to contract for deed for an undivided 66 2/3%
interest in the Portal Del Mar, 112 unit 2 and 3 bedroom partially completed
condominium development located on approximately 6 acres of land overlooking
the Pacific ocean, known as the Portal Del Mar Condominiums, executed on April
30th, 2001, between Senior Care International, S.A. de C.V. and Tri-National
Portal, S.A. de C.V. (hereinafter the "PROPERTY"). In such respect, we have
been requested to provide you with a legal opinion on such contracts .
In rendering the opinions expressed below, we have examined copies or
forms of the documents set forth below:
I.- Copy of the Contract for deed for Portal del Mar
Condominiums, executed on April 30th, 2001, by and between Senior
Care International, S.A. de C.V. and Tri-National Portal, S.A. de
C.V.;
II.- Copy of the incorporation documentation of Senior
Care International, S.A. de C.V.
Based upon the foregoing, and under the assumption that Tri-National
Portal, S.A. de C.V. holds the rights to the PROPERTY and that Xxxxxxx
Xxxxxxxx is a representative of such company, we are of the opinion that:
1.- That such contract was executed on behalf of Tri-National
Portal, S.A. de C.V., by Xx. Xxxxxxx Xxxxxxxx, who stated was an authorized
representative of such company.
2.- That under Mexican law Senior Care International, S.A. de
C.V., is a legal entity in Mexico, and any documents which it executes are
valid.
3.- That the Contract for deed for the Portal del Mar Condominiums
identifies the PROPERTY and establishes a price for such, and in accordance with
Mexican Law, this is sufficient for such contract to be binding.
4.- In view of the above, it is our opinion that the Contract for
deed is a legally binding document for both Senior Care International, S.A. de
C.V. and Tri-National Portal, S.A. de C.V.
Consequently, although formal title to the PROPERTY will not pass until
the sale is formalized before a Notary Public, Senior Care International, S.A.
de C.V. has the right of ownership on the PROPERTY, and could legally cause
Tri-National Portal, S.A. de C.V. to transfer the PROPERTY to it or to its
assignee.
Our opinion is limited to the laws of Mexico and to the legal status of
the PROPERTY and in no way do we express any opinion with respect to the laws of
any other jurisdiction.
This opinion is based upon currently existing statutes, rules,
regulations and judicial decisions and the facts as we know or have explicitly
assumed them to be. This opinion is rendered as of the date hereof, and it
applies only to the matters expressly stated herein and no opinion should be
inferred as to any other matter.
Truly yours, Xxxxxxxxx-Xxxxxxx, S.C.
S/ Xxxxxxxx Xxxxxxxxx Xxxxxxxx
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Xxxxxxxx Xxxxxxxxx Xxxxxxxx
