Exhibit 5.1
April 27, 2018
Lennar Corporation
700 N.W. 107th Avenue
Miami, FL 33172
Re: Registration Statement on FormS-4
Ladies and Gentlemen:
We have acted as counsel to Lennar Corporation (the “Company”), a Delaware corporation, and the subsidiary guarantors (the “Subsidiary Guarantors”) named onSchedule I hereto, and have acted as such in connection with the filing of a Registration Statement on FormS-4 on the date hereof (as it may be amended from time to time, the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”), relating to the issuance and exchange (the “Exchange Offers”) by the Company of up to (i) $267,708,000 aggregate principal amount of the Company’s 6.625% Senior Notes due 2020 (the “New 6.625% 2020 Notes”), including related guarantees, for an equal principal amount of the Company’s outstanding 6.625% Senior Notes due 2020 (the “Original 6.625% 2020 Notes”), including related guarantees, (ii) $300,000,000 aggregate principal amount of the Company’s 2.95% Senior Notes due 2020 (the “New 2.95% 2020 Notes”), including related guarantees, for an equal principal amount of the Company’s outstanding 2.95% Senior Notes due 2020 (the “Original 2.95% 2020 Notes”), including related guarantees, (iii) $397,610,000 aggregate principal amount of the Company’s 8.375% Senior Notes due 2021 (the “New 8.375% 2021 Notes”), including related guarantees, for an equal principal amount of the Company’s outstanding 8.375% Senior Notes due 2021 (the “Original 8.375% 2021 Notes”), including related guarantees, (iv) $291,965,000 aggregate principal amount of the Company’s 6.25% Senior Notes due 2021 (the “New 6.25% 2021 Notes”), including related guarantees, for an equal principal amount of the Company’s outstanding 6.25% Senior Notes due 2021 (the “Original 6.25% 2021 Notes”), including related guarantees, (v) $240,805,000 aggregate principal amount of the Company’s 5.375% Senior Notes due 2022 (the “New 2022 Notes”), including related guarantees, for an equal principal amount of the Company’s outstanding 5.375% Senior Notes due 2022 (the “Original 2022 Notes”), including related guarantees, (vi) $421,441,000 aggregate principal amount of the Company’s 5.875% Senior Notes due 2024 (the “New 2024 Notes”), including related guarantees, for an equal principal amount of the Company’s outstanding 5.875% Senior Notes due 2024 (the “Original 2024 Notes”), including related guarantees, (vii) $395,535,000 aggregate principal amount of the Company’s 5.25% Senior Notes due 2026 (the “New 2026 Notes”), including related guarantees, for an equal principal amount of the Company’s outstanding 5.25% Senior Notes due 2026 (the “Original 2026 Notes”), including related guarantees, (viii) $347,343,000 aggregate principal amount of the Company’s 5.00% Senior Notes due 2027 (the “New 5.00% 2027 Notes”), including related guarantees, for an equal principal amount of the Company’s outstanding 5.00% Senior Notes due 2027 (the “Original 5.00% 2027 Notes”), including
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April 27, 2018
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related guarantees, and (ix) $900,000,000 aggregate principal amount of the Company’s 4.75% Senior Notes due 2027 (the “New 4.75% 2027 Notes” and, together with the New 6.625% 2020 Notes, the New 2.95% 2020 Notes, the New 8.375% 2021 Notes, the New 6.25% 2021 Notes, the New 2022 Notes, the New 2024 Notes, the New 2026 Notes and the New 5.00% 2027 Notes, the “New Notes”), including related guarantees, for an equal principal amount of the Company’s outstanding 4.75% Senior Notes due 2027 (the “Original 4.75% 2027 Notes” and, together with the Original 6.625% 2020 Notes, the Original 2.95% 2020 Notes, the Original 8.375% 2021 Notes, the Original 6.25% 2021 Notes, the Original 2022 Notes, the Original 2024 Notes, the Original 2026 Notes and the Original 5.00% 2027 Notes, the “Original Notes”), including related guarantees. The Original Notes were issued only to “qualified institutional buyers” in accordance with Rule 144A under the Securities Act andnon-U.S. persons outside the United States in accordance with Regulation S under the Securities Act.
Each series of Original Notes were issued under, and the corresponding New Notes will be issued under, the applicable Indenture described onSchedule II hereto (each, an “Indenture”, and collectively, the “Indentures”), among the Company, the Subsidiary Guarantors and The Bank of New York Mellon, as trustee (the “Trustee”). The New Notes will be guaranteed by guarantees of the Subsidiary Guarantors (the “Guarantees”).
We have examined such documents as we have considered necessary for purposes of this opinion, including (i) the Registration Statement, (ii) each Indenture, (iii) certified copies of the certificate of incorporation, as amended, andby-laws, as amended, of the Company, (iv) the forms of global certificates evidencing the New Notes, (v) the form of notation of the Guarantees and (vii) such other documents and matters of law as we have deemed necessary in connection with the opinions hereinafter expressed.
As to questions of fact material to the opinions expressed below, we have relied without independent check or verification upon certificates and comparable documents of public officials and officers and representatives of the Company and statements of fact contained in the documents we have examined. In our examination and in rendering our opinions contained herein, we have assumed (i) the genuineness of all signatures of all parties; (ii) the authenticity of all corporate records, documents, agreements, instruments and certificates submitted to us as originals and the conformity to original documents and agreements of all documents and agreements submitted to us as conformed, certified or photostatic copies; (iii) the due organization, valid existence and good standing of all parties (other than the Company) under all applicable laws; (iv) the legal right and power of all parties (other than the Company) under all applicable laws and regulations to enter into, execute and deliver such documents, agreements and instruments; (v) the due authorization of all documents, agreements and instruments (including the Indentures) by all parties thereto (other than the Company) and the binding effect of such documents, agreements and instruments on all parties (other than (a) the Company and (b) for purposes of the opinions set forth in paragraphs 1 and 3 with respect to enforceability against the Subsidiary Guarantors of the Indentures and the Guarantees under the laws of the State of New York, the Subsidiary Guarantors); (vi) that all consents, approvals and authorizations by any governmental authority required to be obtained by all parties (other than the Company) have been obtained by such parties; and (vii) the capacity of natural persons.
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A. Based on the foregoing, and subject to the qualifications and assumptions set forth herein, we are of the opinion that:
1. Each Indenture constitutes the valid and legally binding obligations of the Company and the Subsidiary Guarantors, enforceable against the Company and the Subsidiary Guarantors in accordance with the terms thereof.
2. Each series of New Notes, when duly executed and authenticated in accordance with the provisions of the applicable Indenture and issued by the Company in accordance with the terms of the applicable Indenture and the applicable Exchange Offer, will constitute legal, valid and binding obligations of the Company, will be entitled to the benefits of the applicable Indenture and will be enforceable against the Company in accordance with the terms thereof.
3. The Guarantees, when duly endorsed, will constitute valid and legally binding obligations of the Company and the Subsidiary Guarantors, enforceable against the Company and the Subsidiary Guarantors in accordance with the terms thereof, entitled to the benefits of the applicable Indenture.
B. The foregoing opinions are subject to the following assumptions, qualifications and exceptions:
1. The opinions expressed herein are limited to the laws of the State of New York, the General Corporation Law of the State of Delaware (including the statutory provisions and reported judicial decisions interpreting the foregoing) and the Federal laws of the United States as in effect on the date of this opinion typically applicable to transactions of the type contemplated by this opinion and to the specific legal matters expressly addressed herein, and no opinion is expressed or implied with respect to the laws of any other jurisdiction or any legal matter not expressly addressed herein.
2. The opinions set forth above are qualified in that the legality or enforceability of the documents referred to therein may be (a) subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, (b) limited insofar as the remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and the discretion of the court before which any enforcement thereof may be sought, and (c) subject to general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity) including principles of commercial reasonableness or conscionability and an implied covenant of good faith and fair dealing. Insofar as provisions of any of the documents referenced in this opinion letter provide for indemnification or contribution, the enforcement thereof may be limited by public policy considerations.
3. The opinions in paragraphs 1 and 3 are further qualified by the following assumptions with respect to the Subsidiary Guarantors: (a) the valid existence and good standing of such entities under applicable state laws, (b) that such entities have the corporate, partnership, limited liability company or other power and authority to own their property and carry on their business as now being conducted and to execute, deliver and perform all of their obligations under the applicable Indenture and the Guarantees and to consummate the transactions contemplated thereby and to be consummated on their part
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and (c) the due authorization, execution and delivery by such entities of the applicable Indenture and the Guarantees.
4. This letter speaks only as of the date hereof and is limited to present statutes, regulations and administrative and judicial interpretations. We undertake no responsibility to update or supplement this letter after the date hereof.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement referred to above and to the reference to our firm under the heading “Legal Matters” in the prospectus included in the Registration Statement. We do not admit by giving this consent that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
| Very truly yours, |
| /s/ Willkie Farr & Gallagher LLP |
Schedule I
Subsidiary Guarantors
308 Furman, Ltd.
360 Developers, LLC
Ann Arundel Farms, Ltd.
Aquaterra Utilities, Inc.
Asbury Woods L.L.C.
Astoria Options, LLC
Autumn Creek Development, Ltd.
Aylon, LLC
Bainebridge 249, LLC
Bay Colony Expansion 369, Ltd.
Bay River Colony Development, Ltd.
BB Investment Holdings, LLC
BCI Properties, LLC
Bellagio Lennar, LLC
Belle Meade LEN Holdings, LLC
Belle Meade Partners, LLC
Black Mountain Ranch, LLC
BPH I, LLC
Bramalea California, Inc.
Bressi Gardenlane, LLC
Builders LP, Inc.
CalAtlantic Group, Inc.
CalAtlantic Homes of Arizona, Inc.
CalAtlantic Homes of Georgia, Inc.
CalAtlantic Homes of Indiana, Inc.
CalAtlantic Homes of Texas, Inc.
CalAtlantic Homes of Washington, Inc.
CalAtlantic Title, Inc.
Cambria L.L.C.
Cary Woods, LLC
Casa Marina Development, LLC
Caswell Acquisition Group, LLC
Cherrytree II LLC
CL Ventures, LLC
Coco Palm 82, LLC
Colonial Heritage LLC
Concord Station, LLP
Coventry L.L.C.
CP Red Oak Management, LLC
CP Red Oak Partners, Ltd.
CPFE, LLC
Creekside Crossing, L.L.C.
Danville Tassajara Partners, LLC
Darcy-Joliet L.L.C.
DBJ Holdings, LLC
DTC Holdings of Florida, LLC
Durrell 33, LLC
Estates Seven, LLC
EV, LLC
Evergreen Village LLC
Faria Preserve, LLC
F&R Florida Homes, LLC
F&R QVI Home Investments USA, LLC
Fidelity Guaranty and Acceptance Corp.
FLORDADE LLC
Fox-Maple Associates, LLC
Friendswood Development Company, LLC
Garco Investments, LLC
Greystone Construction, Inc.
Greystone Homes of Nevada, Inc.
Greystone Nevada, LLC
Greywall Club L.L.C.
Hammocks Lennar LLC
Harveston, LLC
Haverton L.L.C.
HCC Investors, LLC
Heathcote Commons LLC
Heritage of Auburn Hills, L.L.C.
Hewitts Landing Trustee, LLC
Home Buyer’s Advantage Realty, Inc.
Homecraft Corporation
HTC Golf Club, LLC
Inactive Companies, LLC
Independence L.L.C.
Isles at Bayshore Club, LLC
Kendall Hammocks Commercial, LLC
Lagoon Valley Residential, LLC
Lakelands at Easton, L.L.C.
LB/L-Duc III Antioch 330 LLC
LCD Asante, LLC
Legends Club, LLC
Legends Golf Club, LLC
LEN - Belle Meade, LLC
LEN - Palm Vista, LLC
LEN Paradise Cable, LLC
LEN Paradise Operating, LLC
Len Paradise, LLC
LEN-CG South, LLC
Lencraft, LLC
LenFive, LLC
LenFive Opco GP, LLC
LenFive Sub, LLC
LenFive Sub Opco GP, LLC
LenFive Sub II, LLC
LenFive Sub III, LLC
LENH I, LLC
Len-Hawks Point, LLC
Lennar Aircraft I, LLC
Lennar Arizona Construction, Inc.
Lennar Arizona, Inc.
Lennar Associates Management Holding Company
Lennar Associates Management, LLC
Lennar Avenue One, LLC
Lennar Bridges, LLC
Lennar Buffington Colorado Crossing, L.P.
Lennar Buffington Zachary Scott, L.P.
Lennar Carolinas, LLC
Lennar Central Park, LLC
Lennar Central Region Sweep, Inc.
Lennar Central Texas, L.P.
Lennar Chicago, Inc.
Lennar Colorado Minerals LLC
Lennar Colorado, LLC
Lennar Communities Development, Inc.
Lennar Communities Nevada, LLC
Lennar Communities of Chicago L.L.C.
Lennar Communities, Inc.
Lennar Construction, Inc.
Lennar Courts, LLC
Lennar Developers, Inc.
Lennar Family of Builders GP, Inc.
Lennar Family of Builders Limited Partnership
Lennar Flamingo, LLC
Lennar Fresno, Inc.
Lennar Gardens, LLC
Lennar Georgia, Inc.
Lennar Greer Ranch Venture, LLC
Lennar Heritage Fields, LLC
Lennar Hingham Holdings, LLC
Lennar Hingham JV, LLC
Lennar Homes Holding, LLC
Lennar Homes NJ, LLC
Lennar Homes of Arizona, Inc.
Lennar Homes of California, Inc.
Lennar Homes of Tennessee, LLC
Lennar Homes of Texas Land and Construction, Ltd.
Lennar Homes of Texas Sales and Marketing, Ltd.
Lennar Homes, LLC
Lennar Imperial Holdings Limited Partnership
Lennar International Holding, LLC
Lennar International, LLC
Lennar Layton, LLC
Lennar Lytle, LLC
Lennar Mare Island, LLC
Lennar Marina A Funding, LLC
Lennar Massachusetts Properties, Inc.
Lennar Middletown, LLC
Lennar Multifamily Communities, LLC
Lennar New Jersey Properties, Inc.
Lennar New York, LLC
Lennar Northeast Properties LLC
Lennar Northeast Properties, Inc.
Lennar Northwest, Inc.
Lennar Pacific Properties Management, Inc.
Lennar Pacific Properties, Inc.
Lennar Pacific, Inc.
Lennar PI Acquisition, LLC
Lennar PI Property Acquisition, LLC
Lennar PIS Management Company, LLC
Lennar Point, LLC
Lennar Port Imperial South, LLC
Lennar Realty, Inc.
Lennar Reno, LLC
Lennar Rialto Investment LP
Lennar Riverside West Urban Renewal Company, L.L.C.
Lennar Riverside West, LLC
Lennar Sacramento, Inc.
Lennar Sales Corp.
Lennar Southwest Holding Corp.
Lennar Spencer’s Crossing, LLC
Lennar Texas Holding Company
Lennar Trading Company, LP
Lennar Ventures, LLC
Lennar West Valley, LLC
Lennar.com Inc.
Lennar/LNR Camino Palomar, LLC
Lennar-Lantana Boatyard, Inc.
LEN-Ryan 1, LLC
Len-Verandahs, LLP
LH Eastwind, LLC
LH-EH Layton Lakes Estates, LLC
LHI Renaissance, LLC
LMC Construction, LLC
LMC Malden Station Investor, LLC
LMI Contractors, LLC
LMI Glencoe Dallas Investor, LLC
LMI Lakes West Covina Investor, LLC
LMI Las Colinas Station, LLC
LMI Naperville Investor, LLC
LMI Park Central Investor, LLC
LMI-JC Developer, LLC
LMI-JC, LLC
LMI-West Seattle, LLC
LNC at Meadowbrook, LLC
LNC at Ravenna, LLC
LNC Communities I, Inc.
LNC Communities II, LLC
LNC Communities III, Inc.
LNC Communities IV, LLC
LNC Communities V, LLC
LNC Communities VI, LLC
LNC Communities VII, LLC
LNC Communities VIII, LLC
LNC Pennsylvania Realty, Inc.
Long Beach Development, LLC
Lori Gardens Associates II, LLC
Lori Gardens Associates III, LLC
Lori Gardens Associates, L.L.C.
Lorton Station, LLC
LW D’Andrea, LLC
Madrona Ridge L.L.C.
Madrona Village L.L.C.
Madrona Village Mews L.L.C.
Majestic Woods, LLC
Mid-County Utilities, Inc.
Mission Viejo 12S Venture, LP
Mission Viejo Holdings, Inc.
NC Properties I, LLC
NC Properties II, LLC
North American Asset Development, LLC
North American Title Company, Inc.
Northbridge L.L.C.
Northeastern Properties LP, Inc.
OHC/Ascot Belle Meade, LLC
One SR, L.P.
Palm Gardens At Doral Clubhouse, LLC
Palm Gardens at Doral, LLC
Palm Vista Preserve, LLC
PD-Len Boca Raton, LLC
PG Properties Holding, LLC
Pioneer Meadows Development, LLC
Pioneer Meadows Investments, LLC
POMAC, LLC
Prestonfield L.L.C.
Providence Lakes, LLP
PT Metro, LLC
Raintree Village II L.L.C.
Raintree Village L.L.C.
Renaissance Joint Venture
Reserve @ Pleasant Grove II LLC
Reserve @ Pleasant Grove LLC
Reserve at River Park, LLC
Reserve at South Harrison, LLC
Rivendell Joint Venture
Rivenhome Corporation
RMV, LLC
Rutenberg Homes of Texas, Inc.
Rutenberg Homes, Inc.
Rye Hill Company, LLC
Ryland Homes of California, Inc.
Ryland Homes Nevada, LLC
S. Florida Construction II, LLC
S. Florida Construction III, LLC
S. Florida Construction, LLC
San Lucia, LLC
Savannah Development, Ltd.
Savell Gulley Development, LLC
Scarsdale, LTD.
Schulz Ranch Developers, LLC
Seminole/70th, LLC
Siena at Old Orchard L.L.C.
South Development, LLC
Southbank Holding, LLC
Spanish Springs Development, LLC
Spectrum Eastport, LLC
SPIC Del Sur, LLC
SPIC Dublin, LLC
Standard Pacific 1, Inc.
Standard Pacific Investment Corp.
Standard Pacific of Colorado, Inc.
Standard Pacific of Florida
Standard Pacific of Florida GP, Inc.
Standard Pacific of Las Vegas, Inc.
Standard Pacific of Orange County, Inc.
Standard Pacific of Tampa
Standard Pacific of South Florida GP, Inc.,
Standard Pacific of the Carolinas, LLC
St. Charles Active Adult Community, LLC
St. Charles Community, LLC
Stoney Corporation
Stoney Holdings, LLC
Stoneybrook Clubhouse, Inc.
Stoneybrook Joint Venture
Strategic Holdings, Inc.
Strategic Technologies, LLC
Summerfield Venture L.L.C.
Summerwood, LLC
SunStreet Energy Group, LLC
TCO QVI, LLC
Temecula Valley, LLC
Terra Division, LLC
The Baywinds Land Trust
The Bridges at Rancho Santa Fe Sales Company, Inc.
The Bridges Club at Rancho Santa Fe, Inc.
The LNC Northeast Group, Inc.
The Preserve at Coconut Creek, LLC
The Ryland Corporation
Treasure Island Holdings, LLC
Treviso Holding, LLC
U.S. Home Corporation
U.S. Home of Arizona Construction Co.
U.S. Home Realty, Inc.
U.S.H. Los Prados, Inc.
U.S.H. Realty, Inc.
USH - Flag, LLC
USH Equity Corporation
USH LEE, LLC
USH Woodbridge, Inc.
UST Lennar Collateral Sub, LLC
UST Lennar GP PIS 10, LLC
UST Lennar GP PIS 7, LLC
UST Lennar HW Scala SF Joint Venture
Valencia at Doral, LLC
Vineyard Point 2009, LLC
Watermark Realty, Inc.
Watermark Realty Referral, Inc.
WCI Communities, Inc.
WCI Communities, LLC
WCI Communities Management, LLC
WCI Communities Rivington, LLC
WCI Realty, Inc.
WCI Towers Northeast USA, Inc.
WCP, LLC
West Chocolate Bayou Development, LLC
West Lake Village, LLC
West Seattle Project X, LLC
West Van Buren L.L.C.
Westchase, Inc.
Willowbrook Investors, LLC
Woodbridge Multifamily Developer I, LLC
Wright Farm, L.L.C.
Schedule II
| 1. | 6.625% Senior Notes due 2020 | Indenture, dated as of February 20, 2018, among the Company, the Guarantors named therein and The Bank of New York Mellon, as trustee | ||
| 2. | 2.95% Senior Notes due 2020 | Indenture, dated as of November 29, 2017, among the Company, the Guarantors named therein and The Bank of New York Mellon, as trustee | ||
| 3. | 8.375% Senior Notes due 2021 | Indenture, dated as of February 20, 2018, among the Company, the Guarantors named therein and The Bank of New York Mellon, as trustee | ||
| 4. | 6.25% Senior Notes due 2021 | Indenture, dated as of February 20, 2018, among the Company, the Guarantors named therein and The Bank of New York Mellon, as trustee | ||
| 5. | 5.375% Senior Notes due 2022 | Indenture, dated as of February 20, 2018, among the Company, the Guarantors named therein and The Bank of New York Mellon, as trustee | ||
| 6. | 5.875% Senior Notes due 2024 | Indenture, dated as of February 20, 2018, among the Company, the Guarantors named therein and The Bank of New York Mellon, as trustee | ||
| 7. | 5.25% Senior Notes due 2026 | Indenture, dated as of February 20, 2018, among the Company, the Guarantors named therein and The Bank of New York Mellon, as trustee | ||
| 8. | 5.00% Senior Notes due 2027 | Indenture, dated as of February 20, 2018, among the Company, the Guarantors named therein and The Bank of New York Mellon, as trustee | ||
| 9. | 4.75% Senior Notes due 2027 | Indenture, dated as of November 29, 2017, among the Company, the Guarantors named therein and The Bank of New York Mellon, as trustee | ||