Attached files
| file | filename |
|---|---|
| S-1/A - Secure America Acquisition CORP | v173612_s1a.htm |
| EX-21.1 - Secure America Acquisition CORP | v173612_ex21-1.htm |
| EX-23.2 - Secure America Acquisition CORP | v173612_ex23-2.htm |
| EX-23.1 - Secure America Acquisition CORP | v173612_ex23-1.htm |
| EX-1.1 - Secure America Acquisition CORP | v173612_ex1-1.htm |
Exhibit 5.1
February
11, 2010
Ultimate
Escapes, Inc.
3501 West
Vine Street
Suite
225
Kissimmee,
Florida 34741
Ladies
and Gentlemen:
Ultimate
Escapes, Inc., a Delaware corporation (the “Company”), has filed
with the Securities and Exchange Commission a Registration Statement on Form
S-1, as amended (Registration No. 333-164350) (the “Registration
Statement”), under the Securities Act of 1933, as amended (the “Act”). The
Registration Statement relates to the sale by the Company of up to an aggregate
of 11,500,000 shares of the Company’s common stock, $.0001 par value per share
(the “Common
Stock”), including (i) 10,000,000 shares of Common Stock (the “Firm Shares”) to be
sold by the Company to the underwriters for whom Roth Capital Partners is acting
as representative (the “Underwriters”); and
(ii) up to 1,500,000 shares of Common Stock (the “Option Shares” and
together with the Firm Shares, the “Shares”) that the
Underwriters will have an option to purchase from the Company solely for the
purpose of covering over-allotments. We have acted as counsel to the Company in
connection with the preparation and filing of the Registration
Statement.
In
connection with the preparation of the Registration Statement and this opinion
letter, we have examined, considered and relied upon the following documents
(collectively, the “Documents”):
(i) the
Company’s second amended and restated certificate of incorporation;
(ii) the
Company’s bylaws;
(iii) resolutions
of the board of directors of the Company;
(iv) the
Registration Statement and schedules and exhibits thereto; and
(v) such
other documents and matters of law as we have considered necessary or
appropriate for the expression of the opinions contained herein.
In
rendering the opinions set forth below, we have assumed without investigation
the genuineness of all signatures and 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 veracity of the Documents. As
to questions of fact material to the opinions hereinafter expressed, we have
relied upon the representations and warranties of the Company made in the
Documents.
Based
upon the foregoing examination, and subject to the qualifications set forth
below, we are of the opinion that the Shares will be duly authorized and, when
issued, delivered and paid for in accordance with the terms of the Underwriting
Agreement filed as Exhibit 1.1 to the Registration Statement, will be
validly issued, fully paid and non-assessable.
The
opinions expressed above are limited to the General Corporation Law of the State
of Delaware which includes the statutory provisions thereof as well as all
applicable provisions of the Constitution of the State of Delaware and reported
judicial decisions interpreting these laws. Our opinion is rendered only with
respect to laws, and the rules, regulations and orders thereunder, which are
currently in effect.
We
hereby consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to us under the caption “Legal Matters” in the
prospectus comprising a part of the Registration Statement. In giving this
consent, we do not thereby admit that we are included within the category of
persons whose consent is required by Section 7 of the Act and the rules and
regulations promulgated thereunder.
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Very
truly yours,
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/s/
Greenberg Traurig, LLP
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GREENBERG
TRAURIG, LLP
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