Exhibit 5.1
August 16, 2000
Board of Directors
Raintree Resorts International, Inc.
10000 Memorial Drive, Suite 480
Houston, Texas 77024
Ladies and Gentlemen:
We have acted as counsel to Raintree Resorts International, Inc., a Nevada
corporation (the "Company"), in connection with the Company's Registration
Statement on FormS-3 (the "Registration Statement") relating to the
registration under the Securities Act of 1933, as amended, of 1,869,962 shares
(the "Shares") of the Company's common stock, $0.001 par value, to be issued
upon exercise of warrants issued pursuant to the Warrant Agreement dated
December 5, 1997 by and between the Company and IBJ Schroder Bank & Trust
Company, as warrant agent (the "Warrant Agreement").
In connection herewith, we have examined copies of such statutes,
regulations, corporate records and documents, certificates of public and
corporate officials and other agreements, contracts, documents and instruments
as we have deemed necessary as a basis for the opinion hereafter expressed. In
such examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the conformity
with the original documents of all documents submitted to us as copies. We have
also relied, to the extent we deem such reliance proper, upon information
supplied by officers and employees of the Company with respect to various
factual matters material to our opinion.
Based upon the foregoing and having due regard for such legal
considerations as we deem relevant, we are of the opinion that the Shares have
been duly authorized, and that such Shares will, when issued in accordance with
the terms of the Warrant Agreement, be legally issued, fully paid and
nonassessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Andrews & Kurth L.L.P.
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