Exhibit 5.2
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| KULIK, GOTTESMAN & SIEGEL, LLP |
Real Estate Department File No. | | Attorneys at Law Comerica Bank Building 15303 Ventura Boulevard Suite 1400 Sherman Oaks, California 91403 www.kgmslaw.com | | Telephone (310) 557-9200 (818) 817-3600 Facsimile (310) 557-0224 e-mailbkelley@kgslaw.com |
February 14, 2013
Kennedy-Wilson, Inc.
9701 Wilshire Blvd., Suite 700
Beverly Hills, CA 90212
| | Re: | Registration Statement on Form S-4 Relating to Exchange Offer for up to $100,000,000 in Aggregate Principal Amount of Kennedy-Wilson, Inc.’s 8.750% Senior Notes Due 2019 |
Ladies and Gentlemen:
We have acted as special counsel to Kennedy-Wilson, Inc., a Delaware corporation (the “Company”), in connection with the issuance of up to $100,000,000 in aggregate principal amount of its 8.750% Senior Notes due 2019 (the “Exchange Notes”) and the guarantees of the Exchange Notes (the “Guarantees”) by each of the entities listed onExhibit A hereto (the “Guarantors”), pursuant to an indenture, dated as of April 5, 2011 (as supplemented or amended, the “Indenture”), among the Company, the guarantors party thereto and Wilmington Trust, National Association (as successor by merger to Wilmington Trust FSB), as trustee (the “Trustee”), and a registration statement on Form S-4 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on February 14, 2013 (the “Registration Statement”). The Exchange Notes and the Guarantees will be issued in exchange for certain of the Company’s outstanding 8.750% Senior Notes due 2019 (the “Private Notes”), and the related guarantees, on the terms set forth in the prospectus contained in the Registration Statement (the “Prospectus”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or Prospectus, other than as expressly stated herein with respect to the issue of the Exchange Notes and Guarantees.
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 States of California and Illinois, the General Corporation Law of the State of Delaware and the Delaware Limited Liability Company Act, and we express
KULIK, GOTTESMAN & SIEGEL, LLP
Kennedy-Wilson, Inc.
February 14, 2013
Page 2
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 and base 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, when the Exchange Notes have been duly executed, issued and authenticated in accordance with the terms of the Indenture and delivered in exchange for the Private Notes in the circumstances contemplated by the Registration Statement and Prospectus, the Exchange Notes and the Guarantees will have been duly authorized by all necessary corporate or limited liability company action, as applicable, of the Company and the Guarantors, respectively.
Our opinion is subject to the following: (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 in 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 (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) the waiver of rights or defenses contained in Section 6.15 of the 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 the Exchange Notes, collection of that portion of the stated principal amount thereof that might be determined to constitute unearned interest thereon, (f) 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, (g) advance waivers of claims, defenses, rights granted by law, 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) covenants not to compete, (j) provisions for exclusivity, election or cumulation of rights or remedies, (k) provisions
KULIK, GOTTESMAN & SIEGEL, LLP
Kennedy-Wilson, Inc.
February 14, 2013
Page 3
authorizing or validating conclusive or discretionary determinations, (l) grants of setoff rights, (m) proxies, powers and trusts, (n) provisions prohibiting, restricting or requiring consent to assignment or transfer of any right or property, and (o) the severability, if invalid, of provisions to the foregoing effect. We express no opinion or view as to federal or state securities laws, tax laws, antitrust or trade regulation laws, insolvency or fraudulent transfer laws, antifraud laws, compliance with fiduciary duty requirements, pension or employee benefit laws, usury laws, environmental laws, margin regulations, rules of the Financial Industry Regulatory Authority, Inc. or stock exchange rules (without limiting other laws excluded by customary practice).
With your consent, we have assumed that (a) the Indenture, the Exchange Notes and the Guarantees (collectively, the “Documents”) have been duly authorized, executed and delivered by the parties thereto other than the Company and the Guarantors, (b) the Documents constitute legally valid and binding obligations of the parties thereto other than the Company and the Guarantors, enforceable against each of them in accordance with their terms, and (c) the status of the Documents as legally valid and binding obligations of the parties is not affected by any (i) breaches of, or defaults under, agreements or instruments, (ii) violations of statutes, rules, regulations or court or governmental orders or (iii) failures to obtain required consents, approvals or authorizations from, or 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 this opinion as an exhibit to the Registration Statement and to the reference to our firm contained in the Prospectus under the heading “Legal Matters.” 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.
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| Very truly yours, |
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| /s/ KULIK, GOTTESMAN & SIEGEL, LLP |
KULIK, GOTTESMAN & SIEGEL, LLP
Kennedy-Wilson, Inc.
February 14, 2013
Page 4
Exhibit A
Guarantors
| 1. | Kennedy-Wilson Holdings, Inc., a Delaware corporation |
| 2. | Kennedy-Wilson Properties, Ltd., a Delaware corporation |
| 3. | Kennedy-Wilson Property Services, Inc., a Delaware corporation |
| 4. | Kennedy-Wilson Property Services II, Inc., a Delaware corporation |
| 5. | Kennedy Wilson Property Services III, L.P., a Delaware limited partnership |
| 6. | Kennedy-Wilson Property Equity, Inc., a Delaware corporation |
| 7. | Kennedy-Wilson Property Equity II, Inc., a Delaware corporation |
| 8. | Kennedy-Wilson Property Special Equity, Inc., a Delaware corporation |
| 9. | Kennedy-Wilson Property Special Equity II, Inc., a Delaware corporation |
| 10. | Kennedy Wilson Property Special Equity III, LLC, a Delaware limited liability company |
| 11. | K-W Properties, a California corporation |
| 12. | Kennedy Wilson Property Services III GP, LLC, a Delaware limited liability company |
| 13. | KW BASGF II Manager, LLC, a Delaware limited liability company |
| 14. | KWF Investors I, LLC, a Delaware limited liability company |
| 15. | KWF Investors II, LLC, a Delaware limited liability company |
| 16. | KWF Investors III, LLC, a Delaware limited liability company |
| 17. | KWF Manager I, LLC, a Delaware limited liability company |
| 18. | KWF Manager II, LLC, a Delaware limited liability company |
| 19. | KWF Manager III, LLC, a Delaware limited liability company |
| 20. | Kennedy Wilson Overseas Investments, Inc., a Delaware corporation |
| 21. | Fairways 340 Corp., a Delaware corporation |
| 22. | KW - Richmond, LLC, a Delaware limited liability company |
| 23. | SG KW Venture I Manager LLC, a Delaware limited liability company |
| 24. | KW Loan Partners I LLC, a Delaware limited liability company |
| 25. | KW Loan Partners II LLC, a California limited liability company |
| 26. | KW Summer House Manager, LLC, a Delaware limited liability company |
| 27. | KW Montclair, LLC, a Delaware limited liability company |
| 28. | KW Blossom Hill Manager, LLC, a Delaware limited liability company |
| 29. | KW Serenade Manager, LLC, a Delaware limited liability company |
| 30. | K-W Santiago Inc., a California corporation |
| 31. | KW Redmond Manager, LLC, a Delaware limited liability company |
| 32. | Dillingham Ranch Aina LLC, a Delaware limited liability company |
| 33. | 68-540 Farrington, LLC, a Delaware limited liability company |
| 34. | KW Dillingham Aina LLC, a Delaware limited liability company |
| 35. | Kennedy Wilson Fund Management Group, LLC, a California limited liability company |
| 36. | Kennedy-Wilson International, a California corporation |
| 37. | Kennedy- Wilson Tech, Ltd., a California corporation |
| 38. | KWP Financial I, a California corporation |
KULIK, GOTTESMAN & SIEGEL, LLP
Kennedy-Wilson, Inc.
February 14, 2013
Page 5
| 39. | Kennedy-Wilson Properties, LTD., an Illinois corporation |
| 40. | Kennedy Wilson Auction Group Inc., a California corporation |
| 41. | KWF Manager IV, LLC, a Delaware limited liability company |
| 42. | KWF Manager V, LLC, a Delaware limited liability company |
| 43. | KW Ireland, LLC, a Delaware limited liability company |
| 44. | Kennedy Wilson Property Equity IV, LLC, a Delaware limited liability company |
| 45. | KW Builder Marketing Services, Inc. (formerly KW Residential Group, Inc.), a California corporation |
| 46. | KW Fund IV—Kohanaiki, LLC, a Delaware limited liability company |
| 47. | KW Telstar Partners, LLC, a Delaware limited liability company |
| 48. | KWF Investors IV, LLC, a Delaware limited liability company |
| 49. | KWF Investors V, LLC, a Delaware limited liability company |
| 50. | Meyers Research, LLC, a Delaware limited liability company |
| 51. | KW Armacost, LLC, a Delaware limited liability company |
| 52. | Santa Maria Land Partners Manager, LLC, a Delaware limited liability company |
| 53. | KW Investment Adviser, LLC, a Delaware limited liability company |
| 54. | Kennedy-Wilson Capital, a California corporation |
| 55. | KW Captowers Partners, LLC, a Delaware limited liability company |
| 56. | KW Four Points, LLC, a Delaware limited liability company |
| 57. | KW Loan Partners VII, LLC, a Delaware limited liability company |
| 58. | KWF Investors VII, LLC, a Delaware limited liability company |
| 59. | KWF Manager VII, LLC, a Delaware limited liability company |
| 60. | KW Residential Capital, LLC, a Delaware limited liability company |
| 61. | KW Boise Plaza, LLC, a Delaware limited liability company |
| 62. | KW Loan Partners VIII, LLC, a Delaware limited liability company |
| 63. | KW UR Investments 1, LLC, a Delaware limited liability company |
| 64. | KW UR Investments 2, LLC, a Delaware limited liability company |
| 65. | Kennedy Wilson Property Services IV, L.P., a Delaware limited partnership |
| 66. | Kennedy Wilson Property Services IV GP, LLC, a Delaware limited liability company |
| 67. | KW/CV Third-Pacific Manager, LLC, a Delaware limited liability company |
| 68. | KW EU Loan Partners II, LLC, a Delaware limited liability company |
| 69. | KWF Investors VIII, LLC, a Delaware limited liability company |
| 70. | KWF Manager VIII, LLC, a Delaware limited liability company |
| 71. | KW 1200 Main, LLC, a Delaware limited liability company |
| 72. | KW Harrington LLC, a Delaware limited liability company |
| 73. | KW 5200 Lankershim Manager, LLC, a Delaware limited liability company |
| 74. | KWF Manager X, LLC, a Delaware limited liability company |
| 75. | KWF Manager XI, LLC, a Delaware limited liability company |
| 76. | KWF Manager XII, LLC, Delaware limited liability company |
