I have to spend two days in Costa Mesa and then have 3 days free to go--wherever. I can fly ou of a differnt city if needed so where should I go?

I am looking for upscale, relaxing, ocean front.

How upscale? I can give you Obscenely Upscale (Montage Resort, Laguna Beach) or Nicely Upscale (Ritz-Carlton Laguna Niguel, Dana Point; Surf & Sand, Laguna Beach; Hyatt Regency, Huntington Beach; Casa del Mar, Santa Monica) or Cool Beach Hotel (Beach House, Hermosa Beach). I think you can spend a very happy three days within an hour of CM, then happily fly out of Orange County Airport (SNA).

If you want to wander a bit, La Jolla is 90 minutes to the south, and you can fly easily out of San Diego Airport.

Why leave? Costa Mesa is right next to Newport Beach and there are tons of great hotels, restaurants and shopping.

I'd suggest spending some time in San Diego. Costa Mesa is somewhat "between" San Diego and Los Angeles and it will be pity to miss both.

Check this forum for all kinds of great suggestions for both cities.

I would agree with rjw's advice of either Laguna Beach or the Hyatt in Huntington Beach if you want beach front. Newport Beach is one of my favorite places (my daughter lives there) but there aren't hotels right on the ocean. I would probably pick one of the Laguna Hotels because not only do you have the beach but you can walk to so many shops, art galleries and restaurants. With your car, you could then visit Newport Beach, Fashion Island or South Coast Plaza if you want some upscale shopping.

More upscale options:

Orange County:
St. Regis Monarch Beach

San Diego County:
L'Auberge Del Mar
Four Seasons Aviara

Santa Barbara County:
Bacara Resort

Oceanfront can mean that it is perched on a bluff overlooking the Pacific, so look out for that. If you just want to see the ocean from your room, you have lots of choices. If you want to walk out of your room and have your toes in the sand within 2 minutes, your options narrow quite a bit.