Exhibit 5.3
December 27, 2013
William Lyon Homes, Inc.
4695 MacArthur Court, 8th Floor
Newport Beach, CA 92660
Re: Registration Statement on Form S-4 $100,000,000 Aggregate Principal Amount of 8.500% Senior Notes due 2020 and Related Guarantees
Ladies and Gentlemen:
We have acted as special Nevada counsel to Mountain Falls, LLC, a Nevada limited liability company (“Mountain Falls”) and Mountain Falls Golf Course, LLC, a Nevada limited liability company (“MFGC,” and together with Mountain Falls, the “Nevada Guarantors”) as guarantors in connection with the registration under the Securities Act of 1933, as amended (the “Act”) of (i) $100,000,000 aggregate principal amount of 8.500% Senior Notes due 2020 (the “Notes”) of William Lyon Homes, Inc., a California corporation (the “Issuer”), to be issued in exchange for the Issuer’s outstanding 8.500% Senior Notes due 2020 (the “Existing Notes”) pursuant to the Indenture dated November 8, 2012 among the Issuer, the Nevada Guarantors, the other guarantors named therein (collectively, the “Guarantors”), and U.S. Bank National Bank Association, as Trustee (as supplemented or amended, the “Indenture”), and (ii) the Guarantees (the “Guarantees”) of each of the Guarantors, including the Nevada Guarantors, endorsed upon the Notes.
In connection with this opinion, we have examined the articles of organization and operating agreement of each of the Nevada Guarantors, such other records of the limited-liability company proceedings of the Nevada Guarantors and certificates of the Nevada Guarantors as we have deemed relevant, as well as the registration statement, including the prospectus, the Indenture and the form of Note and related Guarantee.
In our capacity as special Nevada counsel to the Nevada Guarantors in connection with such registration, we are familiar with the proceedings taken and proposed to be taken by the Nevada Guarantors in connection with the authorization and issuance of the Notes and the Guarantees.
In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or facsimile copies and the authenticity of the originals of such copies.
GREENBERG TRAURIG, LLPn ATTORNEYS AT LAWn WWW.GTLAW.COM 3773 HOWARD HUGHES PARKWAY, SUITE 400 NORTHn LAS VEGAS, NEVADA 89169n TEL 702.792.3773n FAX 702.792.9002 | ALBANY
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ATLANTA
AUSTIN
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CHICAGO
DALLAS
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DENVER
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HOUSTON
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LONDON*
LOS ANGELES
MEXICO CITY†
MIAMI
MILAN**
NEW JERSEY
NEW YORK
ORANGE COUNTY
ORLANDO
PALM BEACH COUNTY
PHILADELPHIA
PHOENIX
ROME**
SACRAMENTO
SAN FRANCISCO
SHANGHAI
SILICON VALLEY
TALLAHASSEE
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TYSONS CORNER
WARSAW~
WASHINGTON, D.C.
WHITE PLAINS
*OPERATES AS GREENBERG TRAURIG MAHER LLP †OPERATES AS GREENBERG TRAURIG, S.C. ^A BRANCH OF GREENBERG TRAURIG, P.A., FLORIDA, USA ~OPERATES AS GREENBERG TRAURIG GRZESIAK sp.k. **STRATEGIC ALLIANCE |
William Lyon Homes, Inc. December 27, 2013 Page 2
Re: Registration Statement on Form S-4 |
In rendering our opinions, we have relied without investigation on the certificates of each of the Nevada Guarantors, and have not independently verified any of the factual matters set forth in any document upon which we have relied. We have not been requested to conduct, nor have we undertaken, any independent investigation to verify the content or veracity thereof, or to determine the accuracy of any statement, and no inference as to our knowledge of any matters should be drawn from the fact of our representation of the Nevada Guarantors. We have not been asked, nor have we endeavored, to revise or comment upon the contents of the registration statement relating to the Notes and Guarantees.
While certain members of our firm are admitted to practice in other jurisdictions, for purposes of this letter, we have examined only the laws of the State of Nevada. No opinion is expressed herein with respect to (i) the qualification of the Notes or Guarantees under the securities or blue sky laws of any federal, state or any foreign jurisdiction, (ii) the compliance with any federal or state law, rule or regulation relating to securities, or to the sale or issuance thereof, (iii) tax, insolvency, antitrust, pension, employee benefit, environmental, intellectual property, banking, insurance, labor, and health and safety laws or (iv) any county, municipality or other political subdivision or local governmental agency or authority laws.
Based upon the foregoing and in reliance thereon, and subject to the qualifications herein stated, we are of the opinion, when (i) the registration statement on Form S-4 relating to the Notes and the Guarantees has become effective under the Act and (ii) the Notes and Guarantees have been duly executed and issued and, in the case of the Notes, authenticated and delivered in accordance with the Indenture and issued and exchanged for Existing Notes as contemplated by an effective registration statement on Form S-4 relating to the Notes and Guarantees, that:
1. Each of the Nevada Guarantors is validly existing and in good standing under the laws of the State of Nevada and has the limited liability company power to enter into and perform its obligations under each of the Indenture and the Guarantees.
2. Each of the Nevada Guarantors has taken all necessary limited-liability company action to authorize the execution and delivery of and performance of its obligations under the Indenture and the Guarantees.
3. We note that the Indenture and the Guarantees provide that they are to be governed by and construed in accordance with the law of the State of New York. Nevada courts, in applying Nevada law, will give effect to such provision as long as the parties upon and choosing the laws of the State of New York as the governing law of the Indenture and the Guarantees, (i) acted in good faith and not for the purpose of evading the law of the real situs of the Indenture and the Guarantees and (ii) the laws of the State of New York have a substantial relationship to the Indenture and the Guarantees.
4. The execution and delivery by the Nevada Guarantors of the Guarantees, and the performance by the Nevada Guarantors of their respective obligations under the Indenture and the Guarantees, do not require the Nevada Guarantors to obtain any approval by or make any filing with any governmental authority under any statute, rule or regulation of the State of Nevada, other than approvals and filings previously obtained or made and in full force and effect.
5. If executed and delivered on the date hereof, the execution and delivery of the Guarantees by the Nevada Guarantors would not violate (i) any applicable statute, rule or
GREENBERG TRAURIG, LLP
William Lyon Homes, Inc. December 27, 2013 Page 3
Re: Registration Statement on Form S-4 |
regulation of the State of Nevada or (ii) the respective articles of organization and operating agreement.
Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matter. 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 in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and to the reference to our firm contained in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not hereby 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/ GREENBERG TRAURIG, LLP |