<PAGE>
As filed with the Securities and Exchange Commission on May 27, 1997
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------
FAIRFIELD COMMUNITIES, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 71-0390438
(State of Incorporation) (I.R.S. Employer
Identification Number)
11001 EXECUTIVE CENTER DRIVE
LITTLE ROCK, ARKANSAS 72211
(501) 228-2700
(Address of Principal Executive Offices)
FAIRFIELD COMMUNITIES, INC.
1997 STOCK OPTION PLAN
(Full Title of the Plan)
MARCEL J. DUMENY, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
FAIRFIELD COMMUNITIES, INC.
11001 EXECUTIVE CENTER DRIVE
LITTLE ROCK, ARKANSAS 72211
(501) 228-2700
(Name, Address and Telephone Number of Agent for Service)
------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================================================
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to to be Price per Offering Registration
be Registered Registered (1) Share Price Fee (3)
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.01 per share (2). . . . . . . . 550,000 $29.8125 $16,396,875 $4,969
============================================================================================================================
</TABLE>
(1) Pursuant to Rule 416, there are also registered hereunder an indeterminate
number of additional shares as may become subject to the Plan as a result of
the antidilution provisions contained therein.
(2) Includes associated share purchase rights pursuant to a Rights Agreement
adopted by the Registrant.
(3) The registration fee has been computed in accordance with paragraphs (c) and
(h) of Rule 457, based upon the average of the reported high and low sale
prices of shares of the Common Stock on the Composite Tape of the New York
Stock Exchange, Inc. on May 22, 1997.
================================================================================
Ssa
<PAGE>
EXPLANATORY NOTE
----------------
The information called for by Part I of Form S-8 is included in the
description of the Fairfield Communities, Inc. 1997 Stock Option Plan (the
"Plan") to be delivered to persons purchasing shares pursuant to the Plan.
Pursuant to the Note to Part I of Form S-8, that information is not being filed
with or included in this Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, which have been filed with the Securities and
Exchange Commission (the "Commission") by Fairfield Communities, Inc. (the
"Company"), are incorporated by reference, as of their respective dates, in this
Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996;
(b) The Company's Quarterly Report on Form 10-Q for the period ended March
31, 1997; and
(c) The description of the Company's common stock, par value $0.01 per
share (the "Common Stock"), contained in the Company's Registration
Statements on Form 8-A (File No. 1-8096), filed December 8, 1995.
In addition, all documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents. Any statement contained herein or in
a document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for all purposes of this Registration
Statement to the extent that a statement contained herein or therein or in any
other subsequently filed document that also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Certificate of Incorporation provides that the personal
liability of directors of the Company to the Company is eliminated to the
maximum extent permitted by Delaware law. The Company's Certificate of
Incorporation and Bylaws provide for the indemnification of the directors,
officers, employees and agents of the Company to the fullest extent that may be
permitted by Delaware law from time to time. Certain provisions of the
Company's Certificate of Incorporation protect the Company's directors against
personal liability for monetary damages resulting from breaches of their
fiduciary duty of care, except as set forth below. Under Delaware law, absent
these provisions, directors could be held liable for gross negligence in the
performance of their duty of care, but not for simple negligence. The Company's
Certificate of Incorporation absolves directors
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<PAGE>
of liability for negligence in the performance of their duties, including gross
negligence. However, the Company's directors remain liable for breaches of
their duty of loyalty to the Company and its stockholders, as well as for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law and transactions from which a director derives improper
personal benefit. The Company's Certificate of Incorporation also does not
absolve directors of liability under Section 174 of the Delaware General
Corporation Law, which makes directors personally liable for unlawful dividends
or unlawful stock repurchases or redemptions in certain circumstances and
expressly sets forth a negligence standard with respect to such liability.
Under Delaware law, directors, officers, employees, and other individuals
may be indemnified against expenses (including attorneys' fees), judgments,
fines, and amounts paid in settlement in connection with specified actions,
suits or proceedings, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation -- a "derivative
action") if they acted in good faith and in a manner they reasonably believed to
be in or not opposed to the best interests of the Company and, with respect to
any criminal action or proceeding, had no reasonable cause to believe their
conduct was unlawful. A similar standard of care is applicable in the case of a
derivative action, except that indemnification only extends to expenses
(including attorneys' fees) incurred in connection with defense or settlement of
such an action and Delaware law requires court approval before there can be any
indemnification of expenses where the person seeking indemnification has been
found liable to the Company.
The Company has also entered into indemnification agreements with its
directors and officers pursuant to which the Company is generally obligated to
indemnify its directors and officers to the full extent permitted by Delaware
law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
4.1 Second Amended and Restated Certificate of Incorporation of the
Company (previously filed with the Company's Current Report on Form 8-
K, dated September 1, 1992, and incorporated herein by reference).
4.2 Fifth Amended and Restated Bylaws of the Company (previously filed
with the Company's Current Report on Form 8-K, dated May 22, 1996, and
incorporated herein by reference).
4.3 Fairfield Communities, Inc. 1997 Stock Option Plan (filed herewith).
5.1 Opinion of Jones, Day, Reavis & Pogue (filed herewith).
23.1 Consent of Ernst & Young LLP (filed herewith).
23.2 Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5.1).
ITEM 9. UNDERTAKINGS
A. The Company hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act;
-3-
<PAGE>
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of a
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement; and
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the Commission by the Company pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in this Registration
Statement;
(2) that, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
B. The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of the Plan's annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer, or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer, or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
-4-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Little Rock, State of Arkansas, on May 27, 1997.
FAIRFIELD COMMUNITIES, INC.
By: /s/ J.W. McConnell
----------------------------------------
J. W. McConnell
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on May 27, 1997.
<TABLE>
<CAPTION>
SIGNATURES TITLE
---------- -----
<S> <C>
/s/ J.W. McConnell
- ---------------------------- President and Chief Executive Officer; Director
J.W. McConnell (Principal Executive Officer)
/s/ Robert W. Howeth Senior Vice President and Chief Financial Officer
- ---------------------------- (Principal Financial Officer)
Robert W. Howeth
/s/ William G. Sell Vice President, Controller and Chief Accounting Officer
- ---------------------------- (Principal Accounting Officer)
William G. Sell
/s/ Les R. Baledge Director
- ----------------------------
Les R. Baledge
/s/ Ernest D. Bennett, III Director
- ----------------------------
Ernest D. Bennett, III
/s/ Philip L. Herrington Director
- ----------------------------
Philip L. Herrington
/s/ Bryan D. Langton Director
- ----------------------------
Bryan D. Langton
/s/ Charles D. Morgan Director
- ----------------------------
Charles D. Morgan
/s/ William C. Scott Director
- ----------------------------
William C. Scott
</TABLE>
-5-
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
- ----------- -----------
4.1 Second Amended and Restated Certificate of Incorporation of the
Company (previously filed with the Company's Current Report on
Form 8-K, dated September 1, 1992, and incorporated herein by
reference).
4.2 Fifth Amended and Restated Bylaws of the Company (previously
filed with the Company's Current Report on Form 8-K, dated May
22, 1996, and incorporated herein by reference).
4.3 Fairfield Communities, Inc. 1997 Stock Option Plan (filed
herewith).
5.1 Opinion of Jones, Day, Reavis & Pogue (filed herewith).
23.1 Consent of Ernst & Young LLP (filed herewith).
23.2 Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5.1).
<PAGE>
EXHIBIT 4.3
FAIRFIELD COMMUNITIES, INC.
1997 STOCK OPTION PLAN
----------------------
Fairfield Communities, Inc., a Delaware corporation (the "Company"), hereby
establishes this 1997 Stock Option Plan (the "Plan"), effective as of March 7,
1997.
1. Purpose. The purpose of the Plan is to attract and retain the best
-------
available talent and encourage the highest level of performance by executive
officers, key employees, directors, advisors and consultants, and to provide
them with incentives to put forth maximum efforts for the success of the
Company's business, in order to serve the best interests of the Company and its
stockholders. All options granted under the Plan are intended to be
nonstatutory stock options.
2. Definitions. The following terms, when used in the Plan with initial
-----------
capital letters, will have the following meanings:
(a) "Act" means the Securities Exchange Act of 1934, as in effect from
time to time.
(b) "Board" means the Board of Directors of the Company.
(c) "Code" means the Internal Revenue Code of 1986, as in effect from
time to time.
(d) "Common Stock" means the common stock, par value $.01 per share,
of the Company or any security into which such common stock may be changed
by reason of any transaction or event of the type described in Paragraph 6.
(e) "Compensation Committee" means the Compensation Committee which is
a committee of the Board whose members are appointed by the Board from time
to time. All of the members of the Compensation Committee, which may not be
less than two, are intended at all times to qualify as "outside directors"
within the meaning of Section 162(m) of the Code and as "Non-Employee
Directors" within the meaning of Rule 16b-3; provided, however, that the
failure of a member of such committee to so qualify shall not be deemed to
invalidate any Stock Option granted by such committee.
(f) "Date of Grant" means the date specified by the Compensation
Committee or the Board, as applicable, on which a grant of Stock Options
will become effective (which date will not be earlier than the date on
which such committee or the Board takes action with respect thereto).
(g) "Market Value per Share" means the fair market value per share of
the Common Stock on the Date of Grant as determined by the Compensation
Committee or the Board, as applicable.
(h) "Option Price" means the purchase price per share payable on
exercise of a Stock Option.
(i) "Participant" means a person who is selected by the Compensation
Committee or the Board, as applicable, to receive Stock Options under
Paragraph 5 of the Plan and who is at that time (i) an executive officer or
other key employee of
<PAGE>
the Company or any Subsidiary, (ii) an advisor or consultant to the Company
or any Subsidiary, or (iii) a member of the Board.
(j) "Rule 16b-3" means Rule 16b-3 under Section 16 of the Act, as such
Rule is in effect from time to time.
(k) "Stock Option" means the right to purchase a share of Common Stock
upon exercise of an option granted pursuant to Paragraph 5.
(l) "Subsidiary" means any corporation, partnership, joint venture or
other entity in which the Company owns or controls, directly or indirectly,
not less than 50% of the total combined voting power or equity interests
represented by all classes of stock issued by such corporation,
partnership, joint venture or other entity.
3. Shares Available Under Plan. The shares of Common Stock which may be
---------------------------
issued under the Plan will not exceed in the aggregate 550,000 shares, subject
to adjustment as provided in this Paragraph 3. Such shares may be shares of
original issuance or treasury shares or a combination of the foregoing.
(a) Any shares of Common Stock which are subject to Stock Options that
are terminated unexercised, forfeited or surrendered or that expire for any
reason will again be available for issuance under the Plan.
(b) The shares available for issuance under the Plan also will be
subject to adjustment as provided in Paragraph 6.
4. Individual Limitation on Stock Options. The maximum aggregate number
--------------------------------------
of shares of Common Stock with respect to which Stock Options may be granted to
any Participant during any calendar year will not exceed 100,000 shares.
5. Grants of Stock Options. The Compensation Committee or the Board may
-----------------------
from time to time authorize grants to any Participant of Stock Options upon such
terms and conditions as such committee or the Board, as applicable, may
determine in accordance with the provisions set forth below.
(a) Each grant will specify the number of shares of Common Stock to
which it pertains.
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<PAGE>
(b) Each grant will specify the Option Price, which will not be less
than 100% of the Market Value per Share on the Date of Grant.
(c) Each grant will specify whether the Option Price will be payable
(i) in cash or by check acceptable to the Company, (ii) by the transfer to
the Company of shares of Common Stock owned by the Participant for at least
six months (or, with the consent of the Compensation Committee or the
Board, as applicable, for less than six months) having an aggregate fair
market value per share at the date of exercise equal to the aggregate
Option Price, (iii) with the consent of the Compensation Committee or the
Board, as applicable, by authorizing the Company to withhold a number of
shares of Common Stock otherwise issuable to the Participant having an
aggregate fair market value per share on the date of exercise equal to the
aggregate Option Price or (iv) by a combination of such methods of payment;
provided, however, that the payment methods described in clauses (ii) and
(iii) will not be available at any time that the Company is prohibited from
purchasing or acquiring such shares of Common Stock. Any grant may provide
for deferred payment of the Option Price from the proceeds of sale through
a bank or broker of some or all of the shares to which such exercise
relates.
(d) Successive grants may be made to the same Participant whether or
not any Stock Options previously granted to such Participant remain
unexercised.
(e) Each grant will specify the required period or periods (if any) of
continuous service by the Participant with the Company or any Subsidiary
and/or any other conditions to be satisfied before the Stock Options or
installments thereof will become exercisable, and any grant may provide, or
may be amended to provide, for the earlier exercise of the Stock Options in
the event of a change in control of the Company (as defined in the stock
option agreement evidencing such grant or in any agreement referred to in
such stock option agreement) or in the event of any other similar
transaction or event.
(f) Each Stock Option granted pursuant to this Paragraph 5 may be made
subject to such transfer restrictions as the Compensation Committee or the
Board, as applicable, may determine.
(g) Each grant will be evidenced by a stock option agreement executed
on behalf of the Company by the Chief Executive Officer (or another officer
designated by the Compensation Committee or the Board, as applicable) and
delivered to the Participant and containing such further terms and
provisions, consistent with the Plan, as such committee or the Board, as
applicable, may approve.
6. Adjustments. The Compensation Committee or the Board will make or
-----------
provide for such adjustments in the maximum number of shares specified in
Paragraph 3 and Paragraph 4, in the number of shares of Common Stock covered by
outstanding Stock Options granted hereunder, in the Option Price applicable to
any such Stock Options, and/or in the kind of shares covered thereby (including
shares of another issuer), as such committee or the Board, as applicable, in its
sole discretion, exercised in good faith, may
-3-
<PAGE>
determine is equitably required to prevent dilution or enlargement of the rights
of Participants that otherwise would result from any stock dividend, stock
split, combination of shares, recapitalization or other change in the capital
structure of the Company, merger, consolidation, spin-off, reorganization,
partial or complete liquidation, issuance of rights or warrants to purchase
securities or any other corporate transaction or event having an effect similar
to any of the foregoing. In the event the Compensation Committee disagrees with
the Board with respect to the foregoing adjustments, the Board's determination
will be final and conclusive. Any fractional shares resulting from the
foregoing adjustments will be eliminated.
7. Withholding of Taxes. To the extent that the Company is required to
--------------------
withhold federal, state, local or foreign taxes in connection with any benefit
realized by a Participant under the Plan, or is requested by a Participant to
withhold additional amounts with respect to such taxes, and the amounts
available to the Company for such withholding are insufficient, it will be a
condition to the realization of such benefit that the Participant make
arrangements satisfactory to the Company for payment of the balance of such
taxes required or requested to be withheld. In addition, if permitted by the
Compensation Committee or the Board, a Participant may elect to have any
withholding obligation of the Company satisfied with shares of Common Stock that
would otherwise be transferred to the Participant on exercise of the Stock
Option.
8. Administration of the Plan. (a) The Plan will be administered by the
--------------------------
Compensation Committee and the Board.
(b) The Compensation Committee and the Board have the full authority
and discretion to administer the Plan and to take any action that is necessary
or advisable in connection with the administration of the Plan, including
without limitation the authority and discretion to interpret and construe any
provision of the Plan or of any agreement, notification or document evidencing
the grant of a Stock Option. The interpretation and construction by the
Compensation Committee or the Board, as applicable, of any such provision and
any determination by the Compensation Committee or the Board pursuant to any
provision of the Plan or of any such agreement, notification or document will be
final and conclusive; provided, that in the event the Compensation Committee
--------
disagrees with the Board with respect to such interpretation, construction or
determination, the Board's determination will be final and conclusive. No
member of the Compensation Committee or the Board will be liable for any such
action or determination made in good faith.
(c) Notwithstanding any provision of the Plan to the contrary, the
Compensation Committee will have the exclusive authority and discretion to take
any action required or permitted to be taken under the provisions of Paragraph
6, Paragraph 8(a), Paragraph 8(b), Paragraph 9(a) and Paragraph 9(b) with
respect to Stock Options granted under the Plan that are intended to comply with
the requirements of Section 162(m) of the Code.
-4-
<PAGE>
9. Amendments, Etc.
----------------
(a) The Compensation Committee or the Board, as applicable, may,
without the consent of the Participant, amend any agreement evidencing a Stock
Option granted under the Plan, or otherwise take action, to accelerate the time
or times at which the Stock Option may be exercised, to extend the expiration
date of the Stock Option, to waive any other condition or restriction applicable
to such Stock Option or to the exercise of such Stock Option, to reduce the
exercise price of such Stock Option, to amend the definition of a change in
control of the Company (if such a definition is contained in such agreement) to
expand the events that would result in a change in control of the Company and to
add a change in control provision to such agreement (if such provision is not
contained in such agreement) and may amend any such agreement in any other
respect with the consent of the Participant.
(b) The Plan may be amended from time to time by the Board or any duly
authorized committee thereof. In the event any law, or any rule or regulation
issued or promulgated by the Internal Revenue Service, the Securities and
Exchange Commission, the National Association of Securities Dealers, Inc., any
stock exchange upon which the Common Stock is listed for trading, or any other
governmental or quasi-governmental agency having jurisdiction over the Company,
the Common Stock or the Plan, requires the Plan to be amended, or in the event
Rule 16b-3 is amended or supplemented (e.g., by addition of alternative rules)
or any of the rules under Section 16 of the Act are amended or supplemented, in
either event to permit the Company to remove or lessen any restrictions on or
with respect to Stock Options, the Compensation Committee and the Board each
reserves the right to amend the Plan to the extent of any such requirement,
amendment or supplement, and all Stock Options then outstanding will be subject
to such amendment.
(c) The Plan may be terminated at any time by action of the Board.
The termination of the Plan will not adversely affect the terms of any
outstanding Stock Option.
(d) The Plan will not confer upon any Participant any right with
respect to continuance of employment or other service with the Company or any
Subsidiary, nor will it interfere in any way with any right the Company or any
Subsidiary would otherwise have to terminate a Participant's employment or other
service at any time.
FAIRFIELD COMMUNITIES, INC.
By /s/ J. W. McConnell
-------------------------------------
J. W. McConnell
President and Chief Executive Officer
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<PAGE>
Exhibit 5.1
-----------
[LETTERHEAD OF JONES, DAY, REAVIS & POGUE]
May 27, 1997
Fairfield Communities, Inc.
11001 Executive Drive
Little Rock, Arkansas 72211
Re: Registration on Form S-8 of 550,000 Shares of Common Stock,
par value $0.01 per share, of Fairfield Communities, Inc.
-----------------------------------------------------------
Ladies and Gentlemen:
We are acting as counsel to Fairfield Communities, Inc., a Delaware
corporation (the "Company"), in connection with the registration of 550,000
shares (the "Shares") of Common Stock, par value $0.01 per share, of the Company
pursuant to the Company's Registration Statement on Form S-8 (the "Registration
Statement").
We have examined such documents, records, and matters of law as we have
deemed necessary for purposes of this opinion. Based on such examination and on
the assumptions set forth below, we are of the opinion that the Shares that may
be issued and sold pursuant to the Plan and the authorized forms of stock option
agreements thereunder will be, when issued in accordance with the Plan and such
stock option agreements, duly authorized, validly issued, fully paid, and
nonassessable.
In rendering the foregoing opinion, we have relied as to certain factual
matters upon certificates of officers of the Company and public officials, and
we have not independently checked or verified the accuracy of the statements
contained therein. In addition, our examination of matters of law has been
limited to the General Corporation Law of the State of Delaware and the federal
laws of the United States of America, in each case as in effect on the date
hereof.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ Jones, Day, Reavis & Pogue
<PAGE>
Exhibit 23.1
------------
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
Form S-8 (No. 333- ) for the registration of 550,000 shares of
Fairfield Communities, Inc.'s common stock pursuant to the Fairfield
Communities, Inc. 1997 Stock Option Plan of our reports dated January 29, 1997,
except for Note 11, as to which date is February 28, 1997, with respect to the
consolidated financial statements of Fairfield Communities, Inc. incorporated by
reference in its Annual Report (Form 10-K) for the year ended December 31, 1996
and the related financial statement schedule included therein, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
Little Rock, Arkansas
May 19, 1997
