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I think that There is a clarion unit that will do this. What you are looking for is any DSP with proLogic / proLogicII. As I understand it that is what does the upmixing for an analog source. THere is also an Alpine Unit PXA-H510 and PXA-H700 but they are both expensive and the 510 doesnt do the upmixing. Good luck on the under 500 bucks part.
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