Exhibit 5.1
February 17, 2011
| ATTORNEYS AT LAW
100 NORTH TAMPA STREET, SUITE 2700 TAMPA, FL 33602-5810 P.O. BOX 3391 TAMPA, FL 33601-3391 813.229.2300 TEL 813.221.4210 FAX foley.com
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CLIENT/MATTER NUMBER 084147-0111 |
Homeowners Choice, Inc.
2340 Drew Street, Suite 200
Clearwater, Florida 33765
Ladies and Gentlemen:
We have acted as counsel to Homeowners Choice, Inc., a Florida corporation (the “Company”), in connection with the preparation of a Registration Statement (No. 333-165139) on Form S-3 (as amended, the “Registration Statement”) relating to the offer and sale of (a) 1,500,000 shares of the Company’s Series A Cumulative Redeemable Preferred Stock, no par value (the “Preferred Shares”), and (b) shares of the Company’s common stock, no par value, to be issued upon the conversion of the Preferred Shares (the “Common Shares”).
In connection with this opinion, we have examined and relied upon the Registration Statement and related Prospectus; the Company’s Articles of Incorporation (as amended); the Company’s Bylaws (as amended); proceedings of and actions taken by the Company’s Board of Directors relating to the issuance of the securities covered by the Registration Statement; and such other records, certificates and documents as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof, and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof.
The opinions set forth in this letter are limited solely to the laws of the State of Florida, and we express no opinion as to the laws of any other jurisdiction.
Based upon the foregoing, and in reliance thereon, we are of the opinion that the Preferred Shares and the Common Shares, when issued by the Company in accordance with and in the manner described in the Registration Statement, including the exhibits thereto, and related Prospectus, will be duly authorized, validly issued, fully paid, and nonassessable.
BOSTON BRUSSELS CHICAGO DETROIT | JACKSONVILLE LOS ANGELES MADISON MIAMI | MILWAUKEE NEW YORK ORLANDO SACRAMENTO | SAN DIEGO SAN DIEGO/DEL MAR SAN FRANCISCO SHANGHAI | SILICON VALLEY TALLAHASSEE TAMPA TOKYO WASHINGTON, D.C. |
Homeowners Choice, Inc.
February 17, 2011
Page 2
We consent to the reference to our firm under the caption “Legal Matters” in the Prospectus included in the Registration Statement and to the filing of this opinion as an exhibit to the Registration Statement. In giving our consent, we do not admit that we are “experts” within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required by Section 7 of the Securities Act.
| Very truly yours, |
| /s/ Foley & Lardner LLP |
| Foley & Lardner LLP |