Exhibit 5.1
| 650 Town Center Drive, 20th Floor
CostaMesa, California 92626-1925
Tel: +1.714.540.1235 Fax: +1.714.755.8290
www.lw.com
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| FIRM / AFFILIATE OFFICES | ||||
| Barcelona | Moscow | |||
| Beijing | Munich | |||
| Boston | New York | |||
| Brussels | Orange County | |||
| Century City | Paris | |||
| Chicago | Riyadh | |||
| April 13, 2017 | Dubai | Rome | ||
| Düsseldorf | San Diego | |||
| Frankfurt | San Francisco | |||
| Hamburg | Seoul | |||
| Hong Kong | Shanghai | |||
| Houston | Silicon Valley | |||
| London | Singapore | |||
| Los Angeles | Tokyo | |||
| William Lyon Homes, Inc. | Madrid | Washington, D.C. | ||
| 4695 MacArthur Court, 8th Floor | Milan | |||
Newport Beach, California 92660
| Re: | Registration Statement on FormS-4 Relating to Exchange Offer for up to $450,000,000 in Aggregate Principal Amount of William Lyon Homes, Inc.’s 5.875% Senior Notes Due 2025 |
Ladies and Gentlemen:
We have acted as special counsel to William Lyon Homes, Inc., a California corporation (the “Company”), in connection with the issuance of up to $450,000,000 in aggregate principal amount of its 5.875% Senior Notes due 2025 (the “Exchange Notes”) and the guarantees of the Exchange Notes (the “Guarantees”) by each of the entities listed onExhibitA-1 hereto (the “Specified Guarantors”) and the entities listed onExhibitA-2 hereto (the “Additional Guarantors” and together with the Specified Guarantors, the “Guarantors”), under an indenture, dated as of January 31, 2017, among the Company, the Guarantors and U.S. Bank National Association, as trustee (the “Indenture”), and pursuant to a registration statement on FormS-4 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on April13, 2017 (the “Registration Statement”). The Exchange Notes and the Guarantees will be issued in exchange for certain of the Company’s outstanding 5.875% Senior Notes due 2025 (the “Old Notes”), and the guarantees of the Old Notes, 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 RegulationS-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 the 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
April 13, 2017
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herein as to the internal laws of the State of New York, the General Corporation Law of the State of Delaware, the Delaware Limited Liability Company Act, the California Corporations Code and the California Revised Uniform Limited Liability Company Act, as applicable, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or as to any matters of municipal law or the laws of any local agencies within any state. Various matters concerning the laws of the States of Arizona, Nevada, Oregon and Washington are addressed in the letters of Bryan Cave LLP, Greenberg Traurig, LLP and Davis Wright Tremaine LLP, respectively, which have 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 Old Notes in the circumstances contemplated by the Registration Statement and Prospectus, the Exchange Notes and Guarantees will have been duly authorized by all necessary corporate action of the Company and all corporate, limited liability company or partnership action, as applicable, of the Specified Guarantors, and the Exchange Notes and the Guarantees will be legally valid and binding obligations of the Company and the Guarantors, respectively, enforceable against the Company and the Guarantors, respectively, in accordance with their respective terms.
Our opinion is 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 (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, and (b) consents to, or restrictions upon, governing law, jurisdiction, venue, arbitration, remedies, or judicial relief.
With your consent, we have assumed (a) that 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 each of the Specified Guarantors, as applicable, (b) that the Documents constitute legally valid and binding obligations of the parties thereto other than the Company and each of the Guarantors, as applicable, enforceable against each of them in accordance with their respective terms, and (c) that 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.
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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.
Very truly yours, |
/s/ Latham & Watkins LLP |
April 13, 2017
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ExhibitA-1
Specified Guarantors
| 1. | William Lyon Homes, a Delaware corporation |
| 2. | California Equity Funding, Inc., a California corporation |
| 3. | PH-LP Ventures, a California corporation |
| 4. | Duxford Financial, Inc., a California corporation |
| 5. | Sycamore CC, Inc., a California corporation |
| 6. | Presley CMR, Inc., a California corporation |
| 7. | PH-Rielly Ventures, a California corporation |
| 8. | HSP Inc., a California corporation |
| 9. | PHVentures-San Jose, a California corporation |
| 10. | Presley Homes, a California corporation |
| 11. | WLH Enterprises, a California general partnership |
| 12. | Lyon East Garrison Company I, LLC, a California limited liability company |
| 13. | Lyon Waterfront, LLC, a Delaware limited liability company |
| 14. | Polygon WLH LLC, a Delaware limited liability company |
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ExhibitA-2
Additional Guarantors
| 1. | William Lyon Southwest, Inc., an Arizona corporation |
| 2. | Circle G at the Church Farm North Joint Venture, LLC, an Arizona limited liability company |
| 3. | Mountain Falls, LLC, a Nevada limited liability company |
| 4. | Mountain Falls Golf Course, LLC, a Nevada limited liability company |
| 5. | Cascadian South L.L.C., an Oregon limited liability company |
| 6. | 460 Central, L.L.C., a Washington limited liability company |
| 7. | Baseline Woods SFD I, L.L.C., a Washington limited liability company |
| 8. | Baseline Woods SFD II, L.L.C., a Washington limited liability company |
| 9. | Baseline Woods West, L.L.C., a Washington limited liability company |
| 10. | Bethany Creek Falls, L.L.C, a Washington limited liability company |
| 11. | Brownstone At Issaquah Highlands, L.L.C., a Washington limited liability company |
| 12. | Bryant Heights, L.L.C., a Washington limited liability company |
| 13. | Bull Mountain Ridge, L.L.C., a Washington limited liability company |
| 14. | Calais At Villebois, L.L.C., a Washington limited liability company |
| 15. | Cascadian King Company, L.L.C., a Washington limited liability company |
| 16. | Cascara At Redmond Ridge, L.L.C., a Washington limited liability company |
| 17. | Cedar Falls Way LLC, a Washington limited liability company |
| 18. | Cornelius Pass Townhomes, L.L.C., a Washington limited liability company |
| 19. | Edgewater Tualatin, L.L.C., a Washington limited liability company |
| 20. | Grande Pointe At Villebois, L.L.C., a Washington limited liability company |
| 21. | High Point III, L.L.C., a Washington limited liability company |
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| 22. | Highcroft at Sammamish, L.L.C., a Washington limited liability company |
| 23. | Issaquah Highlands Investment Fund, L.L.C., a Washington limited liability company |
| 24. | Les Bois At Villebois, L.L.C., a Washington limited liability company |
| 25. | Mill Creek Terrace, L.L.C., a Washington limited liability company |
| 26. | Murray & Weir SFD, L.L.C., a Washington limited liability company |
| 27. | Orenco Woods SFD, L.L.C., a Washington limited liability company |
| 28. | Peasley Canyon Homes, L.L.C., a Washington limited liability company |
| 29. | PNW Cascadian Company, L.L.C., a Washington limited liability company |
| 30. | Polygon At Brenchley Estates, L.L.C., a Washington limited liability company |
| 31. | Polygon At Sunset Ridge, L.L.C., a Washington limited liability company |
| 32. | Polygon At Villebois II, L.L.C., a Washington limited liability company |
| 33. | Polygon At Villebois III, L.L.C., a Washington limited liability company |
| 34. | Polygon At Villebois IV, L.L.C., a Washington limited liability company |
| 35. | Polygon At Villebois V, L.L.C., a Washington limited liability company |
| 36. | Polygon Northwest Company, L.L.C., a Washington limited liability company |
| 37. | Polygon Paymaster, L.L.C., a Washington limited liability company |
| 38. | Ridgeview Townhomes, L.L.C., a Washington limited liability company |
| 39. | Riverfront MF, L.L.C., a Washington limited liability company |
| 40. | Riverfront SF, L.L.C., a Washington limited liability company |
| 41. | Silverlake Center, L.L.C., a Washington limited liability company |
| 42. | Spanaway 230, L.L.C., a Washington limited liability company |
| 43. | Sparrow Creek, L.L.C., a Washington limited liability company |
| 44. | The Reserve At Maple Valley, L.L.C., a Washington limited liability company |
| 45. | The Reserve At North Creek, L.L.C., a Washington limited liability company |
| 46. | Twin Creeks At Cooper Mountain, L.L.C., a Washington limited liability company |
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| 47. | Viewridge At Issaquah Highlands, L.L.C., a Washington limited liability company |
| 48. | W.R. Townhomes F, L.L.C., a Washington limited liability company |