Opinion Letter Re: Registration Statement on S-3 (2000)Full Document 

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                                            September 13, 2000


Champion Enterprises, Inc.
2701 Cambridge Court, Suite 300
Auburn Hills, MI  48326

      Re:   Registration Statement on S-3

Ladies and Gentlemen:

      We have acted as counsel for Champion Enterprises, Inc., a Michigan
corporation (the "Company") and each of the subsidiaries of the Company
listed on 
Company, the "Issuers") in connection with the preparation and filing with
the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Act"), of a Registration statement
on Form S-3 (File No. 333-44170) (the "Registration Statement") relating to
(i) shares of the Company's common stock, $1.00 par value (the "Common
Stock"); (ii) shares of the Company's preferred stock, no par value (the
"Preferred Stock"); (iii) unsecured debt securities, in one or more series,
consisting of notes, debentures or other evidences of indebtedness (the
"Debt Securities"); and (iv) warrants to purchase Common Stock or Preferred
Stock (the "Warrants," and together with the Common Stock, the Preferred
Stock and the Debt Securities, the "Securities"), to be issued from time to
time pursuant to Rule 415 under the Act for an aggregate initial offering
price not to exceed $400,000,000.

      We have examined originals, or copies certified or otherwise
identified to our satisfaction, of such of the Issuers' records, documents,
certificates and other instruments as in our judgment are necessary or
appropriate to enable us to render the opinions expressed below. In our
examination, we have assumed the legal capacity of all natural persons, the
genuineness of all signatures, the authenticity of all documents submitted
to us as originals, the conformity to original documents of all documents
submitted to us as copies and the authenticity of the originals of such
copies. In examining documents executed by parties other than the Issuers,
we have assumed that such parties had the power, corporate or other, to
enter in to and perform all obligations thereunder and have also assumed
the due authorization by all requisite action, corporation or other, and
execution and delivery by such parties of such documents and the validity
and binding effect thereof. As to any facts material to the opinions
expressed below which we did not independently establish or verify, we have
relied upon oral or written statements and representations of officers or
other representatives of the Issuers.

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