Exhibit 5.1
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| April 11, 2013 | ||
William Lyon Homes, Inc. 4695 Mac Arthur Court, 8th Floor Newport Beach, California, 92660 |
Re:Registration Statement on Form S-4 Relating to Exchange Offer for up to $325,000,000 in Aggregate Principal Amount of William Lyon Homes, Inc.’s 8.500% Senior Notes Due 2020
Ladies and Gentlemen:
We have acted as special counsel to William Lyon Homes, Inc., a California corporation (the “Company”), in connection with the issuance of up to $325,000,000 in aggregate principal amount of its 8.500% Senior Notes due 2020 (the “Exchange Notes”) and the guarantees of the Exchange Notes (the “Guarantees”) by each of the entities listed onExhibit A-1 hereto (the “Specified Guarantors”) and the entities listed onExhibit A-2 hereto (the “Additional Guarantors” and together with the Specified Guarantors, the “Guarantors”), under an indenture, dated as of November 8, 2012, including the Guarantees (the “Indenture”), among the Company, the Guarantors and U.S. Bank National Association, as trustee (the “Trustee”), and pursuant to a registration statement on Form S-4 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on April 11, 2013 (the “Registration Statement”). The Exchange Notes and the Guarantees will be issued in exchange for certain of the Company’s outstanding 8.500% Senior Notes due 2020 (the “Old Notes”), and the related guarantees, on the terms set forth in the prospectus contained in the Registration Statement (the “Prospectus”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or Prospectus, other than as expressly stated herein with respect to the issue of the Exchange Notes and the Guarantees.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company, the Guarantors and others as to factual matters without having independently verified such factual matters. We are opining herein as to the internal laws of the State of New York, the General Corporation Law of the State of Delaware, the Delaware Limited Liability Company Act, the California Corporations Code
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and the Beverly-Killea Limited Liability Company Act, as applicable and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or as to any matters of municipal law or the laws of any local agencies within any state. Various matters concerning the laws of the States of Arizona and Nevada are addressed in the letters of Bryan Cave LLC and Fennemore Craig Jones Vargas, respectively, which have been separately provided to you. We express no opinion with respect to those matters herein, and, to the extent elements of those opinions are necessary to the conclusions expressed herein, we have, with your consent, assumed such matters.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Exchange Notes have been duly executed, issued and authenticated in accordance with the terms of the Indenture and delivered in exchange for the Old Notes in the circumstances contemplated by the Registration Statement and Prospectus, the Exchange Notes and Guarantees will have been duly authorized by all necessary corporate action of the Company and all corporate or limited liability company action, as applicable, of the Specified Guarantors, and the Exchange Notes and the Guarantees will be legally valid and binding obligations of the Company and the Guarantors, respectively, enforceable against the Company and the Guarantors, respectively, in accordance with their respective terms.
Our opinion is subject to: (i) the effect of bankruptcy, insolvency, reorganization, preference, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights and remedies of creditors; (ii) the effect of general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief), concepts of materiality, reasonableness, good faith and fair dealing and the discretion of the court before which a proceeding is brought; (iii) the invalidity under certain circumstances under law or court decisions of provisions providing for the indemnification of or contribution to a party with respect to a liability, where such indemnification or contribution is contrary to public policy; and (iv) we express no opinion as to (a) any provision for liquidated damages, default interest, late charges, monetary penalties, make-whole premiums or other economic remedies to the extent such provisions are deemed to constitute a penalty, (b) consents to, or restrictions upon, governing law, jurisdiction, venue, arbitration, remedies or judicial relief, (c) the waiver of rights or defenses contained in Section 6.11 of the Indenture, (d) any provision requiring the payment of attorneys’ fees, where such payment is contrary to law or public policy, (e) any provision permitting, upon acceleration of the Exchange Notes, collection of that portion of the stated principal amount thereof that might be determined to constitute unearned interest thereon, (f) provisions purporting to make a guarantor primarily liable rather than as a surety and provisions purporting to waive modifications of any guaranteed obligation, to the extent such modification constitutes a novation, (g) advance waivers of claims, defenses, rights granted by law, notice, opportunity for hearing, evidentiary requirements, statutes of limitation, trial by jury or at law or other procedural rights, (h) waivers of broadly or vaguely stated rights, (i) covenants not to compete, (j) provisions for exclusivity, election or cumulation of rights or remedies, (k) provisions authorizing or validating conclusive or discretionary determinations, (l) grants of setoff rights, (m) proxies, powers and trusts, (n) provisions prohibiting, restricting or requiring consent to assignment or transfer of any right or property, and (o) the severability, if invalid, of provisions to the foregoing effect. We express no opinion or confirmation as to federal or state securities
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laws, tax laws, antitrust or trade regulation laws, insolvency or fraudulent transfer laws, antifraud laws, compliance with fiduciary duty requirements, pension or employee benefit laws, usury laws, environmental laws, margin regulations, rules of the Financial Industry Regulatory Authority, Inc. or stock exchange rules (without limiting other laws excluded by customary practice).
With your consent, we have assumed that (a) the Indenture, the Exchange Notes and the Guarantees (collectively, the “Documents”) have been duly authorized, executed and delivered by the parties thereto other than the Company and each of the Specified Guarantors, (b) the Exchange Notes and Guarantees constitute legally valid and binding obligations of the parties thereto other than the Company and each of the Guarantors, enforceable against each of them in accordance with their respective terms and (c) the status of the Documents as legally valid and binding obligations of the parties is not affected by any (i) breaches of, or defaults under, agreements or instruments, (ii) violations of statutes, rules, regulations or court or governmental orders or (iii) failures to obtain required consents, approvals or authorizations from, or make required registrations, declarations or filings with, governmental authorities.
This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm contained in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
| Very truly yours, |
/s/ Latham & Watkins LLP |
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Exhibit A-1
Specified Guarantors
| 1. | William Lyon Homes, a Delaware corporation |
| 2. | California Equity Funding, Inc., a California corporation |
| 3. | PH-LP Ventures, a California corporation |
| 4. | Duxford Financial, Inc., a California corporation |
| 5. | Sycamore CC, Inc., a California corporation |
| 6. | Presley CMR, Inc., a California corporation |
| 7. | PH-Rielly Ventures, a California corporation |
| 8. | HSP Inc., a California corporation |
| 9. | PH Ventures-San Jose, a California corporation |
| 10. | Presley Homes, a California corporation |
| 11. | Lyon Mayfield, Inc., a Delaware corporation |
| 12. | WLH Enterprises, a California corporation |
| 13. | Lyon East Garrison Company I, LLC, a California limited liability company |
| 14. | Laguna Big Horn, LLC, a Delaware limited liability company |
| 15. | Lyon Waterfront LLC, a Delaware limited liability company |
| 16. | Duxford Insurance Services LLC, a California limited liability company |
| 17. | Whitney Ranch Village 5 LLC, a Delaware limited liability company |
| 18. | Lyon Mayfield, LLC, a Delaware limited liability company |
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Exhibit A-2
Additional Guarantors
| 1. | William Lyon Southwest, Inc., an Arizona corporation |
| 2. | Circle G at the Church Farm North Joint Venture, LLC, an Arizona limited liability company |
| 3. | Mountain Falls, LLC, a Nevada limited liability company |
| 4. | Mountain Falls Golf Course, LLC, a Nevada limited liability company |