Exhibit 5.1
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
May 31, 2011
Realogy Corporation
One Campus Drive
Parsippany, New Jersey 07054
RE:Registration Statement on Form S-1 (File No. 333-173250)
Ladies and Gentlemen:
We have acted as special counsel to Realogy Corporation, a Delaware corporation (the “Company”), in connection with the Company’s filing with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-1, filed with the Commission on April 1, 2011 and as amended on the date hereof (the “Registration Statement”), with respect to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of (i) $1,143,706,000 aggregate principal amount of the Company’s 11.00% Series A Convertible Senior Subordinated Notes due 2018 (the “Series A Convertible Notes”), $291,424,196 aggregate principal amount of the Company’s 11.00% Series B Convertible Senior Subordinated Notes due 2018 (the “Series B Convertible Notes”) and $675,111,000 aggregate principal amount of the Company’s 11.00% Series C Convertible Senior Subordinated Notes due 2018 (the “Series C Convertible Notes” and, together with the Series A Convertible Notes and Series B Convertible Notes, the “Convertible Notes”) issued under the Indenture, dated as of January 5, 2011 (the “Indenture”), by and among the Company, Domus Holdings Corp., a Delaware corporation (“Holdings”), the subsidiary guarantors named in Schedule II hereto (the “Subsidiary Guarantors” and, together with Holdings, the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), and (ii) shares (the “Shares”) of Holdings’ Class A common stock, par value $0.01 per share (the “Common Stock”), issuable upon conversion of the Convertible Notes pursuant to the Indenture, in each case as contemplated by the Registration Rights Agreement, dated as of January 5, 2011 (the “Registration Rights Agreement”), by and among the Company, Holdings, the Subsidiary Guarantors, J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC and Goldman, Sachs & Co. The obligations of the Company are guaranteed by the Guarantors on the terms specified in the Indenture (the “Guarantees”). The Convertible Notes and the Shares are to be offered and sold by certain security holders of the Company.
This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of:
| (i) | the Registration Statement; |
| (ii) | an executed copy of the Registration Rights Agreement; |
| (iii) | an executed copy of the Indenture; |
| (iv) | a specimen certificate representing the Common Stock attached to the certificate of Marilyn J. Wasser, Executive Vice President, General Counsel and Corporate Secretary of Holdings, referenced in paragraph (viii) below; |
| (v) | the Amended and Restated Certificate of Incorporation of the Company, as currently in effect and as certified by the Secretary of State of the State of Delaware; |
| (vi) | the Amended and Restated Bylaws of the Company, as currently in effect and as certified by Marilyn J. Wasser, Executive Vice President, General Counsel and Corporate Secretary of the Company; |
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May 31, 2011
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| (vii) | the Amended and Restated Certificate of Incorporation of Holdings, as currently in effect and as certified by the Secretary of State of the State of Delaware; |
| (viii) | the Amended and Restated Bylaws of Holdings, as currently in effect and as certified by Marilyn J. Wasser, Executive Vice President, General Counsel and Corporate Secretary of Holdings; |
| (ix) | a copy of the articles of incorporation, certificate of incorporation, certificate of formation or other formation document, as applicable, as amended or restated to the date hereof, of each Subsidiary Guarantor named in Schedule I hereto (the “Covered Subsidiary Guarantors”), as certified by the Secretary or Assistant Secretary of such Covered Subsidiary Guarantor, as of the date hereof; |
| (x) | a copy of the bylaws, limited liability company agreement, operating agreement or other governing agreement, as applicable, as amended or restated to the date hereof, of each Covered Subsidiary Guarantor, as certified by the Secretary or Assistant Secretary of such Covered Subsidiary Guarantor, as of the date hereof; |
| (xi) | certain resolutions of the Board of Directors of the Company, as certified by Marilyn J. Wasser, Executive Vice President, General Counsel and Corporate Secretary of the Company; |
| (xii) | certain resolutions of the Board of Directors of Holdings, as certified by Marilyn J. Wasser, Executive Vice President, General Counsel and Corporate Secretary of Holdings; |
| (xiii) | a copy of certain omnibus resolutions adopted by the Managing Body (as such term is defined in such omnibus resolutions) of each Covered Subsidiary Guarantor, as certified by the Secretary or Assistant Secretary of each such Covered Subsidiary Guarantor, as of the date hereof; |
| (xiv) | the Statement of Eligibility and Qualification on Form T-1 under the Trust Indenture Act of 1939, as amended, of the Trustee, with respect to the Convertible Notes filed as an exhibit to the Registration Statement; and |
| (xv) | the forms of global certificates evidencing the Convertible Notes (the “Global Notes”). |
We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company, Holdings and the Covered Subsidiary Guarantors and such agreements, certificates of public officials, certificates of officers or other representatives of the Company, Holdings and the Covered Subsidiary Guarantors and others, and such other documents, certificates and records as we have deemed necessary or appropriate as a basis for the opinions set forth herein.
In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified, conformed or photostatic copies and the authenticity of the originals of such copies. In making our examination of documents executed or to be executed, we have assumed that the parties thereto, other than the Company, Holdings and the Covered Subsidiary Guarantors, had or will have the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such parties of such documents and the validity and binding effect thereof on such parties. As to any facts material to the opinions expressed herein that we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Company, Holdings and the Covered Subsidiary Guarantors and others and of public officials.
Our opinions set forth herein are limited to the Delaware General Corporation Law, the Delaware Limited Liability Company Act and those laws of the State of New York that, in our experience, are normally applicable to transactions of the type contemplated by the Registration Statement and, to the extent that judicial or regulatory orders or decrees or consents, approvals, licenses, authorizations, validations, filings, recordings or
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registrations with governmental authorities are relevant, to those required under such laws (all of the foregoing being referred to as “Opined on Law”). We do not express any opinion with respect to the law of any jurisdiction other than Opined on Law or as to the effect of any such non-Opined on Law on the opinions herein stated.
The opinions set forth below are subject to the following qualifications, further assumptions and limitations:
| (a) | the opinions stated herein are limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, preference and other similar laws affecting creditors’ rights generally, and by general principles of equity (regardless of whether enforcement is sought in equity or at law); |
| (b) | we do not express any opinion with respect to the enforceability of the provisions contained in Sections 11.02 and 12.02 of the Indenture to the extent that such provisions limit the obligations of the Guarantors under the Convertible Notes, the Guarantees and the Indenture; and |
| (c) | in rendering the opinion set forth below in paragraph 2, we have assumed that (1) the certificates evidencing the Shares will be manually signed by one of the authorized officers of the transfer agent and registrar for the Shares and registered by such transfer agent and registrar and will conform to the specimen certificate examined by us evidencing the Shares and (2) the Conversion Price (as defined in the Indenture) will be at least equal to the par value of the Shares at the time of conversion. |
Based upon and subject to the foregoing and the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that:
| 1. | the Convertible Notes constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, and the Guarantees constitute valid and binding obligations of Holdings and the Covered Subsidiary Guarantors, enforceable against Holdings and the Covered Subsidiary Guarantors in accordance with their terms; and |
| 2. | the Shares initially issuable upon conversion of the Convertible Notes pursuant to the Indenture have been duly authorized by all requisite corporate action on the part of the Company and, when issued upon conversion of the Convertible Notes in accordance with the terms of the Indenture, will be validly issued, fully paid and nonassessable. |
In rendering the opinions set forth above, we have assumed that the execution and delivery by the Company, Holdings and the Covered Subsidiary Guarantors of the Indenture and the Convertible Notes and the performance by the Company, Holdings and the Covered Subsidiary Guarantors of their respective obligations thereunder, did not, do not and will not violate, conflict with or constitute a default under any agreement or instrument to which the Company, Holdings or the Covered Subsidiary Guarantors or their properties are subject, except that we do not make this assumption with respect to those agreements and instruments which have been identified to us by the Company, Holdings and the Covered Subsidiary Guarantors as being material to them and which are listed as exhibits in Part II of the Registration Statement.
We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. We also consent to the reference to our firm under the caption “Legal Matters” in the prospectus included in the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom LLP
Schedule I
COVERED SUBSIDIARY GUARANTORS
Associated Client Referral LLC
Better Homes and Gardens Real Estate Licensee LLC
Better Homes and Gardens Real Estate LLC
Burgdorff LLC
Burgdorff Referral Associates LLC
Career Development Center, LLC
Cartus Asset Recovery Corporation
Cartus Corporation
Cartus Partner Corporation
CDRE TM LLC
Century 21 Real Estate LLC
CGRN, Inc.
Coldwell Banker LLC
Coldwell Banker Real Estate Services LLC
Coldwell Banker Residential Brokerage LLC
Equity Title Messenger Service Holding LLC
ERA Franchise Systems LLC
First California Escrow Corp
Franchise Settlement Services LLC
Global Client Solutions LLC
Guardian Holding Company
Gulf South Settlement Services, LLC
Jack Gaughen LLC
Keystone Closing Services LLC
NRT Arizona Commercial LLC
NRT Arizona LLC
NRT Arizona Referral LLC
NRT Columbus LLC
NRT Commercial LLC
NRT Commercial Utah LLC
NRT Development Advisors LLC
NRT Devonshire LLC
NRT Hawaii Referral, LLC
NRT LLC
NRT Mid-Atlantic LLC
NRT Missouri LLC
NRT Missouri Referral Network LLC
NRT New England LLC
NRT New York LLC
NRT Northfork LLC
NRT Philadelphia LLC
NRT Pittsburgh LLC
NRT Referral Network LLC
NRT Relocation LLC
NRT REOExperts LLC
NRT Settlement Services of Missouri LLC
NRT Settlement Services of Texas LLC
NRT Sunshine Inc.
NRT Utah LLC
ONCOR International LLC
Real Estate Referral LLC
Real Estate Referrals LLC
Real Estate Services LLC
Realogy Franchise Group LLC
Realogy Global Services LLC
Realogy Licensing LLC
Realogy Services Group LLC
Realogy Services Venture Partner LLC
Secured Land Transfers LLC
Sotheby’s International Realty Affiliates LLC
Sotheby’s International Realty Licensee LLC
Sotheby’s International Realty Referral Company, LLC
Title Resource Group Affiliates Holdings LLC
Title Resource Group Holdings LLC
Title Resource Group LLC
Title Resource Group Services LLC
Title Resources Incorporated
TRG Services, Escrow, Inc.
World Real Estate Marketing LLC
WREM, Inc.
The Sunshine Group, Ltd.
Schedule II
SUBSIDIARY GUARANTORS
Burrow Escrow Services, Inc.
Coldwell Banker Real Estate LLC
Coldwell Banker Residential Brokerage Company
Coldwell Banker Residential Real Estate LLC
Coldwell Banker Residential Referral Network
Cornerstone Title Company
Equity Title Company
Guardian Title Company
National Coordination Alliance LLC
Realogy Operations LLC
Referral Network Plus, Inc.
Valley of California, Inc.
West Coast Escrow Company
Colorado Commercial, LLC
Guardian Title Agency, LLC
NRT Colorado LLC
Referral Network, LLC
Associated Client Referral LLC
Better Homes and Gardens Real Estate Licensee LLC
Better Homes and Gardens Real Estate LLC
Burgdorff LLC
Burgdorff Referral Associates LLC
Career Development Center, LLC
Cartus Asset Recovery Corporation
Cartus Corporation
Cartus Partner Corporation
CDRE TM LLC
Century 21 Real Estate LLC
CGRN, Inc.
Coldwell Banker LLC
Coldwell Banker Real Estate Services LLC
Coldwell Banker Residential Brokerage LLC
Equity Title Messenger Service Holding LLC
ERA Franchise Systems LLC
First California Escrow Corp
Franchise Settlement Services LLC
Global Client Solutions LLC
Guardian Holding Company
Gulf South Settlement Services, LLC
Jack Gaughen LLC
Keystone Closing Services LLC
NRT Arizona Commercial LLC
NRT Arizona LLC
NRT Arizona Referral LLC
NRT Columbus LLC
NRT Commercial LLC
NRT Commercial Utah LLC
NRT Development Advisors LLC
NRT Devonshire LLC
NRT Hawaii Referral, LLC
NRT LLC
NRT Mid-Atlantic LLC
NRT Missouri LLC
NRT Missouri Referral Network LLC
NRT New England LLC
NRT New York LLC
NRT Northfork LLC
NRT Philadelphia LLC
NRT Pittsburgh LLC
NRT Referral Network LLC
NRT Relocation LLC
NRT REOExperts LLC
NRT Settlement Services of Missouri LLC
NRT Settlement Services of Texas LLC
NRT Sunshine Inc.
NRT Utah LLC
ONCOR International LLC
Real Estate Referral LLC
Real Estate Referrals LLC
Real Estate Services LLC
Realogy Franchise Group LLC
Realogy Global Services LLC
Realogy Licensing LLC
Realogy Services Group LLC
Realogy Services Venture Partner LLC
Secured Land Transfers LLC
Sotheby’s International Realty Affiliates LLC
Sotheby’s International Realty Licensee LLC
Sotheby’s International Realty Referral Company, LLC
Title Resource Group Affiliates Holdings LLC
Title Resource Group Holdings LLC
Title Resource Group LLC
Title Resource Group Services LLC
Title Resources Incorporated
TRG Services, Escrow, Inc.
World Real Estate Marketing LLC
WREM, Inc.
Referral Network LLC
St. Joe Title Services LLC
The Sunshine Group (Florida) Ltd. Corp.
Coldwell Banker Commercial Pacific Properties LLC
Coldwell Banker Pacific Properties LLC
NRT Insurance Agency, Inc.
Referral Associates of New England LLC
Mid-Atlantic Settlement Services LLC
Sotheby’s International Realty, Inc.
Burnet Realty LLC
Burnet Title LLC
Burnet Title Holding LLC
Home Referral Network LLC
Market Street Settlement Group LLC
The Sunshine Group, Ltd.
Coldwell Banker Residential Referral Network, Inc.
TRG Settlement Services, LLP
Lakecrest Title, LLC
Alpha Referral Network LLC
American Title Company of Houston
ATCOH Holding Company
NRT Texas LLC
Processing Solutions LLC
TAW Holding Inc.
Texas American Title Company
Waydan Title, Inc.