Exhibit 5.2
[Company Letterhead]
JOHN K. MCDONALD, ESQUIRE DIRECT DIAL: (215) 938-8295
SENIOR VICE PRESIDENT AND GENERAL COUNSEL FAX: (215) 938-8255
February 12, 2015
Toll Brothers, Inc.
250 Gibraltar Road
Horsham, PA 19044
Ladies and Gentlemen:
I am Senior Vice President, Chief Compliance Officer and General Counsel of Toll Brothers, Inc., a Delaware corporation (the “Company”). The Company, Toll Corp., a Delaware corporation, First Huntingdon Finance Corp., a Delaware corporation (“FHFC”), Toll Brothers Finance Corp., a Delaware corporation (“TBFC” and, together with Toll Corp. and FHFC, the “Debt Issuers”) and the certain other subsidiaries of the Company listed on Schedule I hereto (such subsidiaries, together with the Debt Issuers, the “Subsidiary Registrants”) have filed a Registration Statement on Form S-3 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration under the Securities Act and the proposed issuance and sale from time to time pursuant to Rule 415 under the Securities Act of: (i) shares of common stock of the Company, $.01 par value per share (“Common Stock”); (ii) shares of preferred stock of the Company, $.01 par value per share (“Preferred Stock”); (iii) senior secured debt securities and senior unsecured debt securities of the Debt Issuers (the “Senior Debt Securities”) to be issued under an indenture (the “Senior Indenture”), a form of which is filed with the Registration Statement, and senior subordinated debt securities and junior subordinated debt securities of the Debt Issuers (the “Subordinated Debt Securities”) to be issued under an indenture (the “Subordinated Indenture”), a form of which is filed with the Registration Statement; (iv) warrants to purchase Common Stock, Preferred Stock, and Debt Securities; (v) guarantees of the Company and the Subsidiary Registrants to be issued in connection with the Debt Securities (the “Guarantees”).
I have examined the Registration Statement as it became effective under the Securities Act; the related Prospectus dated February 11, 2015; the Senior Indenture; the Subordinated Indenture; the Senior Debt Securities in the form included in the Senior Indenture; the Subordinated Debt Securities in the form included in the Subordinated Indenture; the terms of the Guarantees as contained in the Senior Indenture and the Subordinated Indenture.
In rendering the opinions contained herein, I have relied upon my examination or the examination by members of our legal staff of the original or copies certified or otherwise identified to our satisfaction of the charter, bylaws or other governing documents of the Company and the Subsidiary Registrants, resolutions and written consents of their respective boards of directors, general partners, managers and managing members, as the case may be, statements and certificates from officers of the Subsidiary Registrants, and such other documents and records relating to the Subsidiary Registrants as we have deemed appropriate. I, or a member of my staff, have also examined the originals, or duplicates or certified or conformed copies, of such corporate and other records, agreements, documents and other instruments of the Company and the Subs
idiary Registrants and have made such other investigations as I have deemed relevant and necessary in connection with the opinions hereinafter set forth. As to questions of fact material to this opinion, I have relied upon certificates or comparable documents or statements of public officials and of officers and representatives of the Company and the Subsidiary Registrants.
In rendering the opinions set forth below, I have also assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents.
Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, I am of the opinion as follows:
1.The Company and each Subsidiary Registrant is a corporation, limited liability company or limited partnership, as applicable, validly existing and in good standing under the laws of the state in which it is incorporated or organized, as set forth in Schedule I hereto.
2.The Company and each Subsidiary Registrant has all necessary corporate, limited liability company or partnership power and authority to execute and deliver and to perform its obligations under the Senior Indenture and the Subordinated Indenture.
3.The Company and each Subsidiary Registrant has taken all necessary corporate or partnership action to duly authorize the execution, delivery and performance of the Senior Indenture and the Subordinated Indenture.
This opinion letter is limited to the matters expressly set forth above and is given only as of the date hereof. I assume no obligation to update or supplement this opinion letter to reflect any facts or circumstances that may hereafter come to my attention or any change in laws that may hereafter occur.
I hereby consent to the use of this opinion for filing with the Registration Statement as Exhibit 5.2 thereto. In giving this consent, I do not hereby admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder. Cravath, Swaine & Moore LLP, legal counsel to the Company and the Subsidiary Registrants, may rely upon this opinion with respect to matters set forth herein for purposes of its opinion being delivered and filed as Exhibit 5.1 to the Registration Statement.
[Remainder of this page intentionally left blank]
Very truly yours,
/s/ JOHN K. McDONALD
Schedule I
|
| | | | | | | |
| Entity Name | | State of Incorporation or Organization |
| 110-112 Third Ave. Realty Corp. | | New York |
| Amwell Chase, Inc. | | Delaware |
| ESE Consultants, Inc. | | Delaware |
| Fairway Valley, Inc. | | Delaware |
| First Brandywine Investment Corp. II | | Delaware |
| First Brandywine Investment Corp. IV | | Delaware |
| Franklin Farms G.P., Inc. | | Delaware |
| HQZ Acquisitions, Inc. | | Michigan |
| MA Limited Land Corporation | | Delaware |
| PRD Investors, Inc. | | Delaware |
| SH Homes Corporation | | Michigan |
| Shapell Homes, Inc. | | Delaware |
| Shapell Industries, Inc. | | Delaware |
| SI Investment Corporation | | Michigan |
| TB Proprietary Corp. | | Delaware |
| Tenby Hunt, Inc. | | Delaware |
| The Silverman Building Companies, Inc. | | Michigan |
| Toll Architecture I, P.A. | | Delaware |
| Toll Architecture, Inc. | | Delaware |
| Toll AZ GP Corp. | | Delaware |
| Toll Bros. of Arizona, Inc. | | Arizona |
| Toll Bros. of North Carolina, Inc. | | North Carolina |
| Toll Bros. of North Carolina II, Inc. | | North Carolina |
| Toll Bros. of North Carolina III, Inc. | | North Carolina |
| Toll Bros., Inc. | | Delaware |
| Toll Bros., Inc. | | Pennsylvania |
| Toll Bros., Inc. | | Texas |
| Toll Brothers AZ Construction Company | | Arizona |
| Toll Brothers Real Estate, Inc. | | Pennsylvania |
| Toll Buckeye Corp. | | Delaware |
| Toll CA GP Corp. | | California |
| Toll CA Holdings, Inc. | | Delaware |
| Toll Centennial Corp. | | Delaware |
| Toll CO GP Corp. | | Colorado |
| Toll Development Company, Inc. | | Michigan |
|
| | | | | | | |
| Toll Diamond Corp. | | Delaware |
| Toll FL GP Corp. | | Florida |
| Toll GA GP Corp. | | Georgia |
| Toll Golden Corp. | | Delaware |
| Toll Granite Corp. | | Delaware |
| Toll Holdings, Inc. | | Delaware |
| Toll IL GP Corp. | | Illinois |
| Toll Land Corp. No. 6 | | Pennsylvania |
| Toll Land Corp. No. 10 | | Delaware |
| Toll Land Corp. No. 20 | | Delaware |
| Toll Land Corp. No. 43 | | Delaware |
| Toll Land Corp. No. 50 | | Delaware |
| Toll MD Builder Corp. | | Maryland |
| Toll MI GP Corp. | | Michigan |
| Toll Mid-Atlantic LP Company, Inc. | | Delaware |
| Toll Mid-Atlantic Note Company, Inc. | | Delaware |
| Toll Midwest Note Company, Inc. | | Delaware |
| Toll MN GP Corp. | | Minnesota |
| Toll NC GP Corp. | | North Carolina |
| Toll NH GP Corp. | | New Hampshire |
| Toll NJX-I Corp. | | Delaware |
| Toll Northeast LP Company, Inc. | | Delaware |
| Toll Northeast Note Company, Inc. | | Delaware |
| Toll Northeast Services, Inc. | | Delaware |
| Toll NV GP Corp. | | Nevada |
| Toll OH GP Corp. | | Ohio |
| Toll PA Builder Corp. | | Pennsylvania |
| Toll PA GP Corp. | | Pennsylvania |
| Toll PA II GP Corp. | | Pennsylvania |
| Toll PA III GP Corp. | | Pennsylvania |
| Toll Palmetto Corp. | | Delaware |
| Toll Peppertree, Inc. | | New York |
| Toll Realty Holdings Corp. I | | Delaware |
| Toll Realty Holdings Corp. II | | Delaware |
| Toll RI GP Corp. | | Rhode Island |
| Toll SC GP Corp. | | South Carolina |
| Toll Southeast LP Company, Inc. | | Delaware |
| Toll Southeast Note Company, Inc. | | Delaware |
| Toll Southwest Note Company, Inc. | | Delaware |
|
| | | | | | | |
| Toll SW Holding I Corp. | | Nevada |
| Toll TN GP Corp. | | Tennessee |
| Toll TX GP Corp. | | Delaware |
| Toll VA GP Corp. | | Delaware |
| Toll VA Member Two, Inc. | | Delaware |
| Toll WA GP Corp | | Washington |
| Toll WestCoast Note Company, Inc. | | Delaware |
| Toll WV GP Corp. | | West Virginia |
| Toll YL, Inc. | | California |
| Upper K Investors, Inc. | | Delaware |
| 51 N. 8th Street L.P. | | New York |
| Ashford Land Company, L.P. | | Delaware |
| Audubon Ridge, L.P. | | Pennsylvania |
| Belmont Land, L.P. | | Virginia |
| Binks Estates Limited Partnership | | Florida |
| Blue Bell Country Club, L.P. | | Pennsylvania |
| Broad Run Associates, L.P. | | Pennsylvania |
| CC Estates Limited Partnership | | Massachusetts |
| Cold Spring Hunt, L.P. | | Pennsylvania |
| Coleman-Toll Limited Partnership | | Nevada |
| Dominion Country Club, L.P. | | Virginia |
| Estates at Princeton Junction, L.P. | | New Jersey |
| Estates at Rivers Edge, L.P. | | New Jersey |
| Fairfax Investment, L.P. | | Virginia |
| Farmwell Hunt, L.P. | | Virginia |
| First Brandywine Partners, L.P. | | Delaware |
| Great Falls Hunt, L.P. | | Virginia |
| Greens at Waynesborough, L.P. | | Pennsylvania |
| Greenwich Chase, L.P. | | New Jersey |
| Hoboken Land LP | | New Jersey |
| Hockessin Chase, L.P. | | Delaware |
| Huckins Farm Limited Partnership | | Massachusetts |
| Laurel Creek, L.P. | | New Jersey |
| Loudoun Valley Associates, L.P. | | Virginia |
| NC Country Club Estates Limited Partnership | | North Carolina |
| Porter Ranch Development Co. | | California |
| Silverman-Toll Limited Partnership | | Michigan |
| Sorrento at Dublin Ranch I LP | | California |
| Sorrento at Dublin Ranch III LP | | California |
|
| | | | | | | |
| South Riding, L.P. | | Virginia |
| South Riding Amberlea LP | | Virginia |
| South Riding Partners Amberlea LP | | Virginia |
| South Riding Partners, L.P. | | Virginia |
| Southport Landing Limited Partnership | | Connecticut |
| Springton Pointe, L.P. | | Pennsylvania |
| Stone Mill Estates, L.P. | | Pennsylvania |
| Swedesford Chase, L.P. | | Pennsylvania |
| TBI/Naples Limited Partnership | | Florida |
| TBI/Palm Beach Limited Partnership | | Florida |
| The Bird Estate Limited Partnership | | Massachusetts |
| Toll at Brier Creek Limited Partnership | | North Carolina |
| Toll at Honey Creek Limited Partnership | | Michigan |
| Toll at Westlake, L.P. | | New Jersey |
| Toll at Whippoorwill, L.P. | | New York |
| Toll Brooklyn L.P. | | New York |
| Toll Brothers AZ Limited Partnership | | Arizona |
| Toll CA, L.P. | | California |
| Toll CA II, L.P. | | California |
| Toll CA III, L.P. | | California |
| Toll CA IV, L.P. | | California |
| Toll CA V, L.P. | | California |
| Toll CA VI, L.P. | | California |
| Toll CA VII, L.P. | | California |
| Toll CA VIII, L.P. | | California |
| Toll CA IX, L.P. | | California |
| Toll CA X, L.P. | | California |
| Toll CA XI, L.P. | | California |
| Toll CA XII, L.P. | | California |
| Toll CA XIX, L.P. | | California |
| Toll CO, L.P. | | Colorado |
| Toll CO II, L.P. | | Colorado |
| Toll CO III, L.P. | | Colorado |
| Toll CT Limited Partnership | | Connecticut |
| Toll CT II Limited Partnership | | Connecticut |
| Toll CT III Limited Partnership | | Connecticut |
| Toll CT IV Limited Partnership | | Connecticut |
| Toll DE LP | | Delaware |
| Toll DE II LP | | Delaware |
|
| | | | | | | |
| Toll Estero Limited Partnership | | Florida |
| Toll FL Limited Partnership | | Florida |
| Toll FL II Limited Partnership | | Florida |
| Toll FL III Limited Partnership | | Florida |
| Toll FL IV Limited Partnership | | Florida |
| Toll FL V Limited Partnership | | Florida |
| Toll FL VI Limited Partnership | | Florida |
| Toll FL VII Limited Partnership | | Florida |
| Toll FL VIII Limited Partnership | | Florida |
| Toll FL X Limited Partnership | | Florida |
| Toll FL XII Limited Partnership | | Florida |
| Toll FL XIII Limited Partnership | | Florida |
| Toll Ft. Myers Limited Partnership | | Florida |
| Toll GA LP | | Georgia |
| Toll Grove LP | | New Jersey |
| Toll Hudson LP | | New Jersey |
| Toll IL HWCC, L.P. | | Illinois |
| Toll IL, L.P. | | Illinois |
| Toll IL II, L.P. | | Illinois |
| Toll IL III, L.P. | | Illinois |
| Toll IL IV, L.P. | | Illinois |
| Toll IL WSB, L.P. | | Illinois |
| Toll Jacksonville Limited Partnership | | Florida |
| Toll Land IV Limited Partnership | | New Jersey |
| Toll Land V Limited Partnership | | New York |
| Toll Land VI Limited Partnership | | New York |
| Toll Land IX Limited Partnership | | Virginia |
| Toll Land X Limited Partnership | | Virginia |
| Toll Land XI Limited Partnership | | New Jersey |
| Toll Land XV Limited Partnership | | Virginia |
| Toll Land XVI Limited Partnership | | New Jersey |
| Toll Land XVIII Limited Partnership | | Connecticut |
| Toll Land XIX Limited Partnership | | California |
| Toll Land XX Limited Partnership | | California |
| Toll Land XXI Limited Partnership | | Virginia |
| Toll Land XXII Limited Partnership | | California |
| Toll Land XXIII Limited Partnership | | California |
| Toll Land XIV Limited Partnership | | New York |
| Toll Land XXV Limited Partnership | | New Jersey |
|
| | | | | | | |
| Toll Land XXVI Limited Partnership | | Ohio |
| Toll Livingston at Naples Limited Partnership | | Florida |
| Toll MA Land Limited Partnership | | Massachusetts |
| Toll MD AF Limited Partnership | | Maryland |
| Toll MD Builder I, L.P. | | Maryland |
| Toll MD Limited Partnership | | Maryland |
| Toll MD II Limited Partnership | | Maryland |
| Toll MD III Limited Partnership | | Maryland |
| Toll MD IV Limited Partnership | | Maryland |
| Toll MD V Limited Partnership | | Maryland |
| Toll MD VI Limited Partnership | | Maryland |
| Toll MD VII Limited Partnership | | Maryland |
| Toll MD VIII Limited Partnership | | Maryland |
| Toll MD IX Limited Partnership | | Maryland |
| Toll MD X Limited Partnership | | Maryland |
| Toll MD XI Limited Partnership | | Maryland |
| Toll MI Limited Partnership | | Michigan |
| Toll MI II Limited Partnership | | Michigan |
| Toll MI III Limited Partnership | | Michigan |
| Toll MI IV Limited Partnership | | Michigan |
| Toll MI V Limited Partnership | | Michigan |
| Toll MI VI Limited Partnership | | Michigan |
| Toll MN, L.P. | | Minnesota |
| Toll MN II, L.P. | | Minnesota |
| Toll Naval Associates | | Pennsylvania |
| Toll NC, L.P. | | North Carolina |
| Toll NC II LP | | North Carolina |
| Toll NC III LP | | North Carolina |
| Toll NH Limited Partnership | | New Hampshire |
| Toll NJ Builder I, L.P. | | New Jersey |
| Toll NJ, L.P. | | New Jersey |
| Toll NJ II, L.P. | | New Jersey |
| Toll NJ III, L.P. | | New Jersey |
| Toll NJ IV, L.P. | | New Jersey |
| Toll NJ V, L.P. | | New Jersey |
| Toll NJ VI, L.P. | | New Jersey |
| Toll NJ VII, L.P. | | New Jersey |
| Toll NJ VIII, L.P. | | New Jersey |
| Toll NJ XI, L.P. | | New Jersey |
|
| | | | | | | |
| Toll NJ XII LP | | New Jersey |
| Toll Northville Limited Partnership | | Michigan |
| Toll NV Limited Partnership | | Nevada |
| Toll NY LP | | New York |
| Toll NY III L.P. | | New York |
| Toll NY IV L.P. | | New York |
| Toll Orlando Limited Partnership | | Florida |
| Toll PA, L.P. | | Pennsylvania |
| Toll PA II, L.P. | | Pennsylvania |
| Toll PA III, L.P. | | Pennsylvania |
| Toll PA IV, L.P. | | Pennsylvania |
| Toll PA V, L.P. | | Pennsylvania |
| Toll PA VI, L.P. | | Pennsylvania |
| Toll PA VIII, L.P. | | Pennsylvania |
| Toll PA IX, L.P. | | Pennsylvania | |
| Toll PA X, L.P. | | Pennsylvania | |
| Toll PA XI, L.P. | | Pennsylvania | |
| Toll PA XII, L.P. | | Pennsylvania | |
| Toll PA XIII, L.P. | | Pennsylvania | |
| Toll PA XIV, L.P. | | Pennsylvania | |
| Toll PA XV, L.P. | | Pennsylvania | |
| Toll PA XVI, L.P. | | Pennsylvania | |
| Toll PA XVII, L.P. | | Pennsylvania | |
| Toll PA XVIII, L.P. | | Pennsylvania | |
| Toll PA XIX, L.P. | | Pennsylvania | |
| Toll Realty Holdings LP | | Delaware | |
| Toll RI, L.P. | | Rhode Island | |
| Toll RI II, L.P. | | Rhode Island | |
| Toll SC, L.P. | | South Carolina | |
| Toll SC II, L.P. | | South Carolina | |
| Toll SC III, L.P. | | South Carolina | |
| Toll SC IV, L.P. | | South Carolina | |
| Toll Stonebrae LP | | California | |
| Toll VA, L.P. | | Virginia | |
| Toll VA II, L.P. | | Virginia | |
| Toll VA III, L.P. | | Virginia | |
| Toll VA IV, L.P. | | Virginia | |
| Toll VA V, L.P. | | Virginia | |
| Toll VA VI, L.P. | | Virginia | |
|
| | | | | | | |
| Toll VA VII, L.P. | | Virginia | |
| Toll VA VIII, L.P. | | Virginia | |
| Toll WA LP | | Washington | |
| Toll WV LP | | West Virginia | |
| Toll YL, L.P. | | California | |
| Toll YL II, L.P. | | California | |
| Toll-Dublin, L.P. | | California | |
| Village Partners, L.P. | | Pennsylvania | |
| West Amwell Limited Partnership | | New Jersey | |
| Wilson Concord, L.P. | | Tennessee | |
| 89 Park Avenue LLC | | New York | |
| 110-112 Third Ave. GC II LLC | | New York | |
| 110-112 Third Ave. GC LLC | | New York | |
| 126-142 Morgan Street Urban Renewal LLC | | New Jersey | |
| 134 Bay Street LLC | | Delaware | |
| 1400 Hudson LLC | | New Jersey | |
| 1450 Washington LLC | | New Jersey | |
| 1500 Garden St. LLC | | New Jersey | |
| 2301 Fallston Road LLC | | Maryland | |
| 353-357 Broadway LLC | | New York | |
| 353-357 Broadway Member LLC | | New York | |
| 5-01 - 5-17 48th Avenue GC II LLC | | New York | |
| 5-01 - 5-17 48th Avenue GC LLC | | New York | |
| 5-01 - 5-17 48th Avenue II LLC | | New York | |
| 5-01 - 5-17 48th Avenue LLC | | New York | |
| 51 N. 8th Street GC LLC | | New York | |
| 51 N. 8th Street GC II LLC | | New York | |
| 51 N. 8th Street I LLC | | New York |
| 700 Grove Street Urban Renewal, LLC | | New Jersey |
| Arbor Hills Development LLC | | Michigan |
| Arbors Porter Ranch, LLC | | California |
| Arthur’s Woods, LLC | | Maryland |
| Belmont Country Club I LLC | | Virginia |
| Belmont Country Club II LLC | | Virginia |
| Block 255 LLC | | New Jersey |
| Brier Creek Country Club I LLC | | North Carolina |
| Brier Creek Country Club II LLC | | North Carolina |
| C.B.A.Z. Construction Company LLC | | Arizona |
| C.B.A.Z. Holding Company LLC | | Delaware |
|
| | | | | | | |
| Component Systems I LLC | | Delaware |
| Component Systems II LLC | | Delaware |
| CWG Construction Company LLC | | New Jersey |
| Dominion Valley Country Club I LLC | | Virginia |
| Dominion Valley Country Club II LLC | | Virginia |
| Enclave at Long Valley I LLC | | New Jersey |
| Enclave at Long Valley II LLC | | New Jersey |
| First Brandywine LLC I | | Delaware |
| First Brandywine LLC II | | Delaware |
| First Brandywine LLC III | | Delaware |
| First Brandywine LLC IV | | Delaware |
| Frenchman’s Reserve Realty, LLC | | Florida |
| Golf I Country Club Estates at Moorpark LLC | | California |
| Golf II Country Club Estates at Moorpark LLC | | California |
| Goshen Road Land Company LLC | | Pennsylvania |
| Hatboro Road Associates LLC | | Pennsylvania |
| Hawthorn Woods Country Club II LLC | | Illinois |
| Hoboken Cove LLC | | New Jersey |
| Hoboken Land I LLC | | Delaware |
| Jacksonville TBI Realty LLC | | Florida |
| Liseter Land Company LLC | | Pennsylvania |
| Liseter, LLC | | Delaware |
| Lighthouse Point Land Company, LLC | | Florida |
| Long Meadows TBI, LLC | | Maryland |
| Longmeadow Properties LLC | | Maryland |
| Martinsburg Ventures, L.L.C. | | Virginia |
| Mizner Realty, L.L.C. | | Florida |
| Morgan Street JV LLC | | Delaware |
| Naples TBI Realty, LLC | | Florida |
| Orlando TBI Realty LLC | | Florida |
| Placentia Development Company, LLC | | California |
| Plum Canyon Master LLC | | Delaware |
| PRD Investors, LLC | | Delaware |
| Paramount Village LLC | | California |
| Phillips Drive LLC | | Maryland |
| Prince William Land I LLC | | Virginia |
| Prince William Land II LLC | | Virginia |
| PT Maxwell Holdings, LLC | | New Jersey |
| Maxwell, L.L.C. | | New Jersey |
|
| | | | | | | |
| Rancho Costera LLC | | Delaware |
| Regency at Denville LLC | | New Jersey |
| Regency at Dominion Valley LLC | | Virginia |
| Regency at Mansfield I LLC | | New Jersey |
| Regency at Mansfield II LLC | | New Jersey |
| Regency at Washington I LLC | | New Jersey |
| Regency at Washington II LLC | | New Jersey |
| Shapell Hold Properties No. 1, LLC | | Delaware |
| Shapell Land Company, LLC | | Delaware |
| South Riding Realty LLC | | Virginia |
| SR Amberlea LLC | | Virginia |
| SRLP II LLC | | Virginia |
| Tampa TBI Realty LLC | | Florida |
| TB Kent Partners LLC | | Delaware |
| The Regency Golf Club I LLC | | Virginia |
| The Regency Golf Club II LLC | | Virginia |
| The Ridges at Belmont Country Club I LLC | | Virginia |
| The Ridges at Belmont Country Club II LLC | | Virginia |
| Toll Austin TX LLC | | Texas |
| Toll Austin TX II LLC | | Texas |
| Toll Austin TX III LLC | | Texas |
| Toll BBC LLC | | Texas |
| Toll BBC II LLC | | Texas |
| Toll CA I LLC | | California |
| Toll CA III LLC | | California |
| Toll CA Note II LLC | | California |
| Toll Cedar Hunt LLC | | Virginia |
| Toll CO I LLC | | Colorado |
| Toll Corners LLC | | Delaware |
| Toll Dallas TX LLC | | Texas |
| Toll EB, LLC | | Delaware |
| Toll Equipment, L.L.C. | | Delaware |
| Toll FL I, LLC | | Florida |
| Toll FL IV LLC | | Florida |
| Toll FL V LLC | | Florida |
| Toll Glastonbury LLC | | Connecticut |
| Toll Henderson LLC | | Nevada |
| Toll Hoboken LLC | | Delaware |
| Toll Houston TX LLC | | Texas |
|
| | | | | | | |
| Toll IN LLC | | Indiana |
| Toll Jupiter LLC | | Florida |
| Toll Land VII LLC | | New York |
| Toll Lexington LLC | | New York |
| Toll MA I LLC | | Massachusetts |
| Toll MA II LLC | | Massachusetts |
| Toll MA III LLC | | Massachusetts |
| Toll MA IV LLC | | Massachusetts |
| Toll MD I, L.L.C. | | Maryland |
| Toll MD II LLC | | Maryland |
| Toll MD III LLC | | Maryland |
| Toll MD IV LLC | | Maryland |
| Toll Midwest LLC | | Delaware |
| Toll Morgan Street LLC | | Delaware |
| Toll NC I LLC | | North Carolina |
| Toll NC IV LLC | | North Carolina |
| Toll NC Note LLC | | North Carolina |
| Toll NC Note II LLC | | North Carolina |
| Toll NJ I, L.L.C. | | New Jersey |
| Toll NJ II, L.L.C. | | New Jersey |
| Toll NJ III, LLC | | New Jersey |
| Toll NY II LLC | | New York |
| Toll North LV LLC | | Nevada |
| Toll North Reno LLC | | Nevada |
| Toll NV Holdings LLC | | Nevada |
| Toll Realty L.L.C. | | Florida |
| Toll San Antonio TX LLC | | Texas |
| Toll South LV LLC | | Nevada |
| Toll South Reno LLC | | Nevada |
| Toll Southwest LLC | | Delaware |
| Toll Stratford LLC | | Virginia |
| Toll SW Holding LLC | | Nevada |
| Toll TX Note LLC | | Texas |
| Toll VA L.L.C. | | Delaware |
| Toll VA III L.L.C. | | Virginia |
| Toll Van Wyck, LLC | | New York |
| Toll Vanderbilt I LLC | | Rhode Island |
| Toll Vanderbilt II LLC | | Rhode Island |
| Toll-Dublin, LLC | | California |
|
| | | | | | | |
| Toll West Coast LLC | | Delaware |
| Upper K Investors, LLC | | Delaware |
| Upper K-Shapell, LLC | | Delaware |
| Vanderbilt Capital LLC | | Rhode Island |
| Virginia Construction Co. I, LLC | | Virginia |
| Virginia Construction Co. II, LLC | | Virginia |
