Exhibit 5.2
KULIK GOTTESMAN SIEGEL & WARE LLP
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Glen L. Kulik Donald S. Gottesman Leonard Siegel Thomas M. Ware II Gary Kessler David A. Bernardoni Mitchell S. Brachman Justin Nash Lee Abukasis | Attorneys at Law Comerica Bank Building 15303 Ventura Boulevard Suite 1400 Sherman Oaks, California 91403 www.kgswlaw.com
March 15, 2021 | Telephone (310) 557-9200 (818) 817-3600 Facsimile (310) 557-0224
Sender’s e-mail address: dgottesman@kgswlaw.com
File No. 2192-0001 | ||
Kennedy-Wilson Holdings, Inc.
and
Kennedy-Wilson, Inc.
151 S. El Camino Drive
Beverly Hills, CA 90212
| Re: | 4.750% Senior Notes due 2029 and 5.000% Senior Notes due 2031 |
We have acted as special counsel to Kennedy-Wilson, Inc., a Delaware corporation (the “Company”), in connection with the offer and sale to the underwriters (the “Underwriters”) named in Schedule A to the Underwriting Agreement (the “Underwriting Agreement”), dated as of March 1, 2021, among the representative of the Underwriters, the Company and the guarantors party thereto, of $100,000,000 aggregate principal amount of the 4.750% Senior Notes due 2029 (the “2029 Notes”) and $100,000,000 aggregate principal amount of the Company’s 5.000% Senior Notes due 2031 (the “2031 Notes” and, together with the 2031 Notes, the “Notes”), pursuant to the Underwriting Agreement. The 2029 Notes are being issued pursuant to an indenture (the “Base Indenture”), dated as of March 25, 2014, between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”), as supplemented by Supplemental Indenture No 2029-1 (“Supplemental Indenture No. 2029-1” and, together with the Base Indenture, the “2029 Securities Indenture”), dated as of February 11, 2021, among the Company, the guarantors party thereto and the Trustee. The 2031 Notes are being issued pursuant to the Base Indenture as supplemented by Supplemental Indenture No 2031-1 (“Supplemental Indenture No. 2031-1” and, together with the Base Indenture, the “2031 Securities Indenture”), dated as of February 11, 2021, among the Company, the guarantors party thereto and the Trustee. The Notes will be guaranteed (the “Guarantees,” and, together with the Notes, the “Securities”) by the entities listed on Annex A hereto (collectively, the “Guarantors”).
The offer and sale of the Securities is being made pursuant to an automatic shelf registration statement on Form S-3 (File No. 333-235473) under the Securities Act of 1933, as amended (the “Act”) filed with the Securities and Exchange Commission (the “Commission”) on December 12, 2019 (such registration statement, as amended, the “Registration Statement”), and a prospectus supplement (the “Prospectus Supplement”) filed by the Company with the Commission on March 2, 2021.
KULIK GOTTESMAN SIEGEL & WARE LLP
| Re: | 4.750% Senior Notes due 2029 and 5.000% Senior Notes due 2031 |
March 15, 2021
Page 2
This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act. No opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the Prospectus Supplement, other than as expressly stated herein with respect to the issue of the Securities.
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 California and Illinois, the general corporation law of the state of Delaware and the Delaware Limited Liability Act, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or, in the case of California, Delaware and Illinois, any other laws, or as to any matters of municipal law or the laws of any local agencies within any state; provided, however, that we are admitted to practice law only in the State of California and have assumed without further inquiry that the laws of the State of Illinois are substantially similar to and would lead to the same result as those of the State of California in respect of the opinions contained herein an dbase our opinions upon such assumption. Various matters concerning the laws of the State of New York are addressed in the letter of Latham & Watkins LLP, which has 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, the certificates representing the Notes have been duly executed and delivered by the Company, and, when duly authenticated by the Trustee in accordance with the 2029 Securities Indenture (in the case of the 2029 Notes) or the 2031 Securities Indenture (in the case of the 2031 Notes) and delivered to the Underwriters against payment therefor in accordance with the Underwriting Agreement, (a) the Notes will be legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms and (b) the Guarantees will be legally valid and binding obligations of the respective Guarantors, enforceable against the respective Guarantors in accordance with their terms.
Our opinions are 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
KULIK GOTTESMAN SIEGEL & WARE LLP
| Re: | 4.750% Senior Notes due 2029 and 5.000% Senior Notes due 2031 |
March 15, 2021
Page 3
(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) waivers of rights or defenses, including those contained in Section 4.4 of the Base 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 any Security, collection of that portion of the stated principal amount thereof which might be determined to constitute unearned interest thereon, (f) the creation, validity, attachment, perfection, or priority of any lien or security interest, (g) advance waivers of claims, defenses, rights granted by law, or 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) provisions for exclusivity, election or cumulation of rights or remedies, (j) provisions authorizing or validating conclusive or discretionary determinations, (k) grants of setoff rights, (l) proxies, powers and trusts, (m) provisions prohibiting, restricting, or requiring consent to assignment or transfer of any right or property, (n) provisions purporting to make a guarantor primarily liable rather than as a surety, (o) provisions purporting to waive modifications of any guaranteed obligation to the extent such modification constitutes a novation, (p) any provision to the extent it requires that a claim with respect to a security denominated in other than U.S. dollars (or a judgment in respect of such a claim) be converted into U.S. dollars at a rate of exchange at a particular date, to the extent applicable law otherwise provides, (q) 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 and (r) the severability, if invalid, of provisions to the foregoing effect. We are not passing upon the creation, validity, attachment, perfection, or priority of any lien or security interest.
With your consent, we have assumed that (i) each of the Base Indenture, Supplemental Indenture No. 2029-1 and Supplemental Indenture No. 2031-1 has been duly authorized, executed and delivered by the Trustee, (ii) each of the Base Indenture, Supplemental Indenture No. 2029-1 and Supplemental Indenture No. 2031-1 constitutes legally valid and binding obligations of the Trustee, enforceable against the Trustee in accordance with its terms, and (iii) the status of each of the Base Indenture, Supplemental Indenture No. 2029-1 and Supplemental Indenture No. 2031-1 as legally valid and binding obligations of the parties will not be affected by any (a) breaches of, or defaults under, agreements or instruments, (b) violations of statutes, rules regulations or court or governmental orders, or (c) failures to obtain required consents, approvals or authorizations from, or to 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 of this opinion as an exhibit to a Current Report on Form 8-K that will be incorporated by reference into the Registration Statement. 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/ Donald S. Gottesman |
| Donald S. Gottesman |
| KULIK GOTTESMAN SIEGEL & WARE LLP |
KULIK GOTTESMAN SIEGEL & WARE LLP
| Re: | 4.750% Senior Notes due 2029 and 5.000% Senior Notes due 2031 |
March 15, 2021
Page 4
EXHIBIT A
Identified Guarantors
| 1. | Kennedy-Wilson Holdings, Inc., a Delaware corporation |
| 2. | K-W Properties, a California corporation |
| 3. | KW BASGF II Manager, LLC, a Delaware limited liability company |
| 4. | KWF Investors I, LLC, a Delaware limited liability company |
| 5. | Kennedy Wilson Overseas Investments, Inc., a Delaware corporation |
| 6. | SG KW Venture I Manager LLC, a Delaware limited liability company |
| 7. | KW Summer House Manager, LLC, a Delaware limited liability company |
| 8. | KW Montclair, LLC, a Delaware limited liability company |
| 9. | KW Serenade Manager, LLC, a Delaware limited liability company |
| 10. | K-W Santiago Inc., a California corporation |
| 11. | KW Redmond Manager, LLC, a Delaware limited liability company |
| 12. | Dillingham Ranch Aina LLC, a Delaware limited liability company |
| 13. | 68-540 Farrington, LLC, a Delaware limited liability company |
| 14. | KW Dillingham Aina LLC, a Delaware limited liability company |
| 15. | Kennedy Wilson Fund Management Group, LLC, a California limited liability company |
| 16. | Kennedy-Wilson International, a California corporation |
| 17. | Kennedy-Wilson Tech Ltd., a California corporation |
| 18. | KWP Financial I, a California corporation |
| 19. | Kennedy Wilson Auction Group Inc., a California corporation |
| 20. | KWF Manager IV, LLC, a Delaware limited liability company |
| 21. | KW Ireland, LLC, a Delaware limited liability company |
| 22. | Kennedy Wilson Real Estate Sales & Marketing, a California corporation |
| 23. | KWF Investors IV, LLC, a Delaware limited liability company |
| 24. | Santa Maria Land Partners Manager, LLC, a Delaware limited liability company |
| 25. | KW Investment Adviser, LLC, a Delaware limited liability company |
| 26. | Kennedy-Wilson Capital, a California corporation |
| 27. | KWF Investors VII, LLC, a Delaware limited liability company |
| 28. | KWF Manager VII, LLC, a Delaware limited liability company |
KULIK GOTTESMAN SIEGEL & WARE LLP
| Re: | 4.750% Senior Notes due 2029 and 5.000% Senior Notes due 2031 |
March 15, 2021
Page 5
| 29. | KW Residential Capital, LLC, a Delaware limited liability company |
| 30. | KW Boise Plaza, LLC, a Delaware limited liability company |
| 31. | KW EU Loan Partners II, LLC, a Delaware limited liability company |
| 32. | KW Harrington LLC, a Delaware limited liability company |
| 33. | KW 5200 Lankershim Manager, LLC, a Delaware limited liability company |
| 34. | KWF Manager X, LLC, a Delaware limited liability company |
| 35. | KWF Manager XI, LLC, a Delaware limited liability company |
| 36. | KWF Manager XII, LLC, a Delaware limited liability company |
| 37. | KW Real Estate Venture XIII, LLC, a Delaware limited liability company |
| 38. | KWF Manager XIII, LLC, a Delaware limited liability company |
| 39. | KW EU Loan Partners III, LLC, a Delaware limited liability company |
| 40. | KW EU Investors I, LLC, a Delaware limited liability company |
| 41. | KW Richfield Plaza, LLC, a Delaware limited liability company |
| 42. | KW Currier Square Shopping Center, LLC, a Delaware limited liability company |
| 43. | KW Creekview Shopping Center, LLC, a Delaware limited liability company |
| 44. | KW Securities, LLC, a Delaware limited liability company |
| 45. | KW Victory Land Loan, LLC, a Delaware limited liability company |
| 46. | KW Victory Plaza Loan, LLC, a Delaware limited liability company |
| 47. | Country Ridge IX, LLC, a Delaware limited liability company |
| 48. | KW EU Investors VIII, LLC, a Delaware limited liability company |
| 49. | KW Park Santa Fe, LLC, a Delaware limited liability company |
| 50. | KW Cypress, LLC, a Delaware limited liability company |
| 51. | KW Tacoma Condos, LLC, a Delaware limited liability company |
| 52. | KW Desert Ramrod Sponsor, LLC, a Delaware limited liability company |
| 53. | KW 9350 Civic Center Drive, LLC, a Delaware limited liability company |
| 54. | KW Taylor Yard 55, LLC, a Delaware limited liability company |
| 55. | KW Red Cliff Shopping Center, LLC, a Delaware limited liability company |
| 56. | KW Holiday Village Shopping Center, LLC, a Delaware limited liability company |
| 57. | KW Hilltop Manager II, LLC, a Delaware limited liability company |
| 58. | KW 2013J LLC, a Delaware limited liability company |
| 59. | KW Bozeman Investors, LLC, a Delaware limited liability company |
KULIK GOTTESMAN SIEGEL & WARE LLP
| Re: | 4.750% Senior Notes due 2029 and 5.000% Senior Notes due 2031 |
March 15, 2021
Page 6
| 60. | KW One Baxter Way GP, LLC, a Delaware limited liability company |
| 61. | KW Riverdale and 36, LLC, a Delaware limited liability company |
| 62. | KW 400 California Member, LLC, a Delaware limited liability company |
| 63. | KW CIG Management Services, LLC, a Delaware limited liability company |
| 64. | KW Terra West Sponsor, LLC, a Delaware limited liability company |
| 65. | KW Hanover Quay, LLC, a Delaware limited liability company |
| 66. | Kennedy Wilson Property Equity VI, LLC, a Delaware limited liability company |
| 67. | Kennedy Wilson Property Services VI, LLC, a Delaware limited liability company |
| 68. | KW LV 3 Sponsor, LLC, a Delaware limited liability company |
| 69. | KW NB LLC, a Delaware limited liability company |
| 70. | KW Camarillo Land, LLC, a Delaware limited liability company |
| 71. | KW 2013EE LLC, a Delaware limited liability company |
| 72. | KW EU PRS Investor, LLC, a Delaware limited liability company |
| 73. | KW Rosewood Premiere, LLC, a Delaware limited liability company |
| 74. | KW River Pointe Premier, LLC, a Delaware limited liability company |
| 75. | KW Kawana Springs, a Delaware limited liability company |
| 76. | KW Quebec Participant, LLC, a Delaware limited liability company |
| 77. | KW Quebec Asset Manager, LLC, a Delaware limited liability company |
| 78. | KW Real Estate II Equity, LLC, a Delaware limited liability company |
| 79. | KW Real Estate II Carry, LLC, a Delaware limited liability company |
| 80. | KW Real Estate II GP, LLC, a Delaware limited liability company |
| 81. | KW Sunset CP Participant, LLC, a Delaware limited liability company |
| 82. | KW Sunset CP Asset Manager, LLC, a Delaware limited liability company |
| 83. | KW CP West Hills Participant, LLC, a Delaware limited liability company |
| 84. | KW CP West Hills Asset Manager, LLC, a Delaware limited liability company |
| 85. | KW Linder Road, LLC, a Delaware limited liability company |
| 86. | KW Seattle Office Portfolio GP, LLC, a Delaware limited liability company |
| 87. | KW CDO Investor, LLC, a Delaware limited liability company |
| 88. | KW Hamilton Landing—Land, LLC, a Delaware limited liability company |
| 89. | KW Rancho Mirage Loan, LLC, a Delaware limited liability company |
| 90. | KW Sunset North LLC, a Delaware limited liability company |
KULIK GOTTESMAN SIEGEL & WARE LLP
| Re: | 4.750% Senior Notes due 2029 and 5.000% Senior Notes due 2031 |
March 15, 2021
Page 7
| 91. | KW Heights Investor, LLC, a Delaware limited liability company |
| 92. | KW Burlingame Point Loan, LLC, a Delaware limited liability company |
| 93. | KW Pacifica, LLC, a Delaware limited liability company |
| 94. | KW Riverwalk, LLC, a Delaware limited liability company |
| 95. | KW ABQ, LLC, a Delaware limited liability company |
| 96. | KW F5 Tower, LLC, a Delaware limited liability company |
| 97. | KW Manhattan Beach Studio Loan, LLC, a Delaware limited liability company |
| 98. | KW Golden State Tower Loan, LLC, a Delaware limited liability company |
| 99. | KW RockVue, LLC, a Delaware limited liability company |
| 100. | KW South Main Station, LLC, a Delaware limited liability company |
| 101. | KWF Manager, LLC, a Delaware limited liability company |
| 102. | KW Residences at Harvard, LLC, a Delaware limited liability company |
| 103. | KW Moffett Place, LLC, a Delaware limited liability company |
| 104. | KW The Press, LLC, a Delaware limited liability company |
| 105. | KW Orchard-Trimble Campus, LLC, a Delaware limited liability company |
| 106. | KW 50 West, LLC, a Delaware limited liability company |
| 107. | KW Kohanaiki, LLC, a Delaware limited liability company |
| 108. | KW EU Capital 2, LLC, a Delaware limited liability company |
| 109. | KW EU Capital 3, LLC, a Delaware limited liability company |
| 110. | KW 134th Street Lofts, LLC, a Delaware limited liability company |
| 111. | KW Ashton Parc Villagio, LLC, a Delaware limited liability company |
