Forward Reggie Upshaw sank two free throws with 2.9 seconds left Saturday and second-seeded Middle Tennessee rallied for a 55-53 victory over fifth-seed Old Dominion to win the Conference USA Tournament at Legacy Arena in Birmingham, Ala.

Upshaw's tip-in with 53.2 seconds left knotted the score at 53-53. After Monarchs forward Zoran Talley missed a jumper, Upshaw whirled into the lane and drew a shooting foul from forward Denzel Taylor to set up his winning points.

Old Dominion nearly forced overtime, going the length of the floor on two long passes to create an uncontested layup for forward Brandan Stith, but his shot rolled off the rim as time expired.

Guard Giddy Potts scored 14 points to lead the Blue Raiders (23-9) and Upshaw, named the tournament's Most Valuable Player, added 10. It's the first time Middle Tennessee has won a conference tourney since 1988-89.

Guard Trey Freeman tallied 17 points for the Monarchs (22-12), but sank only 7-of-23 shots less than a day after pouring in 42 points in the semifinals. Forward Aaron Bacote scored 15.

Old Dominion outrebounded the Blue Raiders 42-33, but hit only 9-of-28 shots from the fields in the second half.