Exhibit 5.1
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036-6522
May 17, 2011
Realogy Corporation
One Campus Drive
Parsippany, New Jersey 07054
| Re: | Registration Statement on Form S-4 (File No. 333-173254) |
Ladies and Gentlemen:
We have acted as special counsel to Realogy Corporation, a Delaware corporation (the “Issuer”), in connection with the public offering of $491,824,000 aggregate principal amount of the Issuer’s 11.50% Senior Notes due 2017 (the “11.50% Exchange Notes”), $129,579,298 aggregate principal amount of the Issuer’s 12.00% Senior Notes due 2017 (the “12.00% Exchange Notes”) and $10,282,000 aggregate principal amount of the Issuer’s 13.375% Senior Subordinated Notes due 2018 (the “13.375% Exchange Notes” and, together with the 11.50% Exchange Notes and the 12.00% Exchange Notes, the “Exchange Notes”) to be issued and authenticated under the Indentures (as defined below). The obligations of the Issuer under the Exchange Notes are to be guaranteed by Domus Holdings Corp., a Delaware corporation (“Holdings”), and the subsidiaries of the Issuer named in Schedule II hereto (the “Subsidiary Guarantors” and, together with Holdings, the “Guarantors”) on the terms specified in the Indentures (the “Guarantees”). As contemplated by the Registration Rights Agreements, each dated as of January 5, 2011 (the “Registration Rights Agreements”), by and among the Issuer, the Guarantors and J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC and Goldman, Sachs & Co., the Exchange Notes and the Guarantees are to be issued pursuant to exchange offers (the “Exchange Offers”) in exchange for a like principal amount of the Issuer’s issued and outstanding 11.50% Senior Notes due 2017 (the “11.50% Restricted Notes”), 12.00% Senior Notes due 2017 (the “12.00% Restricted Notes”) and 13.375% Senior Subordinated Notes due 2018 (the “13.375% Restricted Notes” and, together with the 11.50% Restricted Notes and the 12.00% Restricted Notes, the “Restricted Notes”), and the guarantees thereof, which were issued on January 5, 2011 under the Indenture, dated as of January 5, 2011 (the “11.50% Notes Indenture”), among the Issuer, the Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), the Indenture, dated as of January 5, 2011 (the “12.00% Notes Indenture”), among the Issuer, the Guarantors and the Trustee and the Indenture, dated as of January 5, 2011 (the “13.375% Notes Indenture” and, together with the 11.50% Notes Indenture and the 12.00% Notes Indenture, the “Indentures”), among the Issuer, the Guarantors and the Trustee.
This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933 (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 on Form S-4 relating to the Exchange Notes and the Guarantees filed on April 1, 2011 with the Securities and Exchange Commission (the “Commission”) and Amendment No. 1 thereto filed with the Commission on May 17, 2011 (together, the “Registration Statement”); |
| (ii) | executed copies of the Registration Rights Agreements; |
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May 17, 2011
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| (iii) | executed copies of the Indentures; |
| (iv) | the Amended and Restated Certificate of Incorporation of the Issuer, as currently in effect and as certified by the Secretary of State of the State of Delaware; |
| (v) | the Amended and Restated Bylaws of the Issuer, as currently in effect and as certified by Marilyn J. Wasser, Executive Vice President, General Counsel and Corporate Secretary of the Issuer; |
| (vi) | 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; |
| (vii) | 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; |
| (viii) | 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; |
| (ix) | 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; |
| (x) | certain resolutions of the Board of Directors of the Issuer, as certified by Marilyn J. Wasser, Executive Vice President, General Counsel and Corporate Secretary of the Issuer; |
| (xi) | 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; |
| (xii) | 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; |
| (xiii) | the Statement of Eligibility and Qualification on Form T-1 under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), of the Trustee, with respect to the 11.50% Exchange Notes filed as an exhibit to the Registration Statement; |
| (xiv) | the Statement of Eligibility and Qualification on Form T-1 under the Trust Indenture Act of the Trustee, with respect to the 12.00% Exchange Notes filed as an exhibit to the Registration Statement; |
| (xv) | the Statement of Eligibility and Qualification on Form T-1 under the Trust Indenture Act of the Trustee, with respect to the 13.375% Exchange Notes filed as an exhibit to the Registration Statement; and |
| (xvi) | the forms of global certificates to be used to evidence the Exchange Notes (the “Global Notes”). |
We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Issuer, Holdings and the Covered Subsidiary Guarantors and such agreements, certificates of public officials, certificates of officers or other representatives of the Issuer, 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 opinion set forth herein.
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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 Issuer, 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 opinion expressed herein that we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Issuer, Holdings and the Covered Subsidiary Guarantors and others and of public officials.
Our opinion set forth herein is 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 Exchange Offers and, to the extent that judicial or regulatory orders or decrees or consents, approvals, licenses, authorizations, validations, filings, recordings or 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 opinion herein stated.
The opinion set forth below is subject to the following qualifications, further assumptions and limitations:
| (a) | the opinion stated herein is 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); and |
| (b) | we do not express any opinion with respect to the enforceability of the provisions contained in Article 10 and Article 11 of the 11.50% Notes Indenture and the 12.00% Notes Indenture and Article 11 and Article 12 of the 13.375% Notes Indenture to the extent that such provisions limit the obligations of the Guarantors under the Exchange Notes, the Guarantees and the Indentures. |
Based upon and subject to the foregoing and the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that, when the Registration Statement, as finally amended (including all necessary post-effective amendments), has become effective under the Securities Act and the Indentures have been qualified under the Trust Indenture Act, and the Global Notes, including the Guarantees, in the form examined by us, have been duly executed and authenticated in accordance with the terms of the Indentures and have been issued and delivered upon consummation of the Exchange Offers against receipt of Restricted Notes surrendered in exchange therefor in accordance with the terms of the Exchange Offers, the Exchange Notes will constitute valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms, and the Guarantees will 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.
In rendering the opinion set forth above we have assumed that the execution and delivery by the Issuer, Holdings and the Covered Subsidiary Guarantors of the Indentures, the Restricted Notes and the Exchange Notes, the consummation by the Issuer, Holdings and the Covered Subsidiary Guarantors of the Exchange Offers and the performance by the Issuer, Holdings and the Covered Subsidiary Guarantors of their respective obligations
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thereunder, do not and will not violate, conflict with or constitute a default under any agreement or instrument to which the Issuer, 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 Issuer, 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 |
J. W. Riker – Northern R. I., Inc. |
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. |