Century at Wildgrass S-4 Registration of securities issued in business combination transactions

Exhibit 5.1

 

August 31, 2015

Century Communities, Inc.

8390 East Crescent Parkway, Suite 650

Greenwood Village, Colorado 80111

Re: Registration Statement on Form S-4 Relating to the Offer to Exchange up to $60,000,000 in Aggregate Principal Amount of 6.875% Senior Notes due 2022 and Related Guarantees for 6.875% Senior Notes due 2022 and Related Guarantees of Century Communities, Inc.

Ladies and Gentlemen:

We have acted as counsel to Century Communities, Inc., a Delaware corporation (the “Company”), in connection with the Company’s offer to exchange (the “Exchange Offer”) up to $60,000,000 in aggregate principal amount of its 6.875% Senior Notes due 2022 (the “Exchange Notes”) for any and all of its outstanding 6.875% Senior Notes due 2022 issued on April 9, 2015 (the “Initial Notes”) pursuant to the Company’s Registration Statement on Form S-4 filed with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), on August 31, 2015 (the “Registration Statement”). The Initial Notes were issued and the Exchange Notes are to be issued under the Indenture, dated as of May 5, 2014 (as amended and/or supplemented, the “Indenture”), among the Company, the Company subsidiary guarantors party thereto, and U.S. Bank National Association, as trustee (in such capacity, the “Trustee”). The New Notes will be guaranteed by each of the subsidiaries of the Company listed on Schedule I hereto (the “Guarantors”) pursuant to the terms of the Indenture (the “Guarantees”). This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the prospectus contained in the Registration Statement (the “Prospectus”), other than as expressly stated herein with respect to the issue of the Exchange Notes and the Guarantees.

In rendering the opinion expressed below, we have acted as counsel for the Company and have examined and relied upon originals (or copies certified or otherwise identified to our satisfaction) of such corporate documents, records, agreements and instruments of the Company and the Guarantors, certificates of public officials, certificates of officers of the Company and the Guarantors, resolutions of the Company’s board of directors and committees thereof, resolutions of the Managers of the Guarantors, and such other documents, records, agreements, instruments and certificates, and have examined such questions of law and have satisfied ourselves as to such matters of fact, as we have deemed relevant and necessary as a basis for the opinion set forth herein. In our examination, we have assumed, without independent investigation, the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of all natural persons who have executed any of the documents reviewed by us, and the conformity with the original documents of any copies thereof submitted to us for our examination. In addition, we have relied, to the extent that we deem such reliance proper, upon such certificates and/or statements of public officials and of officers of the Company and the Guarantors with respect to the accuracy of material factual matters contained therein which were not independently established. In making our examination of documents executed by parties other than the Company and the Guarantors, we have assumed that such others parties had the power, corporate or other, to enter into and perform all their obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such other parties of such documents and the validity and binding effect thereof. We have also assumed that the Indenture is the valid and legally binding obligation of the Trustee.

Century Communities, Inc.
August 31, 2015
Page 2

Our opinions set forth herein are limited to the General Corporation Law of the State of Delaware, the Delaware Limited Liability Company Act, the Colorado Limited Liability Company Act, the Georgia Limited Liability Company Act, the Nevada Limited-Liability Company Act, and the laws of the State of New York, as applicable, and we do not express any opinion herein with respect to the laws of any other jurisdiction. In addition, we express no opinion as to matters relating to compliance with any federal or state antifraud laws, any securities or blue sky laws of any jurisdiction, or any other rules or regulations relating to securities.

Based upon the foregoing, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that, when the Exchange Notes have been duly executed, issued and delivered by the Company and authenticated by the Trustee in accordance with the provisions of the Indenture, and exchanged for the Initial Notes in accordance with the terms of the Exchange Offer as set forth in the Registration Statement and the Prospectus, (i) the Exchange Notes will have been duly authorized by all necessary corporate action of the Company, and will constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms, and (ii) the Guarantees will have been duly authorized by all necessary limited liability company action of the Guarantors, and will constitute valid and binding obligations of the Guarantors enforceable against the Guarantors in accordance with their terms.

The foregoing opinions as to the enforceability of obligations of the Company and the Guarantors are subject to the effect of bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and the discretion of the court before which any proceedings therefor may be brought (such principles of equity are of general application, and in applying such principles, a court may include a covenant of good faith and fair dealing and apply concepts of reasonableness and materiality).

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the reference to our firm appearing under the caption “Legal Matters” in the Prospectus. In giving such consent, we do not thereby admit that we are a party whose consent is required to be filed with the Registration Statement under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

This opinion letter is rendered as of the date hereof, and we do not undertake any obligation to advise you of any changes in our opinions expressed herein resulting from matters that may arise after the date hereof or that may hereinafter come to our attention. We express no opinions other than as expressly set forth herein, and no opinion may be inferred or implied beyond that expressly stated herein. This opinion letter 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 Securities Act.

Sincerely,

/s/ Greenberg Traurig, LLP

Greenberg Traurig, LLP

Schedule I

Guarantors

Name of Guarantor	State of Formation or Organization
Augusta Pointe, LLC	Colorado
Avalon at Inverness, LLC	Colorado
Beacon Pointe, LLC	Colorado
Blackstone Homes, LLC	Colorado
Bradburn Village Homes, LLC	Colorado
CC Communities, LLC	Colorado
CCC Holdings, LLC	Colorado
CCG Constructors LLC	Georgia
CCG Realty Group LLC	Georgia
CCH Homes, LLC	Colorado
Central Park Rowhomes, LLC	Colorado
Century at Ash Meadows, LLC	Colorado
Century at Beacon Pointe, LLC	Colorado
Century at Caley, LLC	Colorado
Century at Candelas, LLC	Colorado
Century at Carousel Farms, LLC	Colorado
Century at Harvest Meadows, LLC	Colorado
Century at Littleton Village, LLC	Colorado
Century at LOR, LLC	Colorado
Century at Lowry, LLC	Colorado
Century at Marvella, LLC	Colorado
Century at Midtown, LLC	Colorado
Century at Millennium, LLC	Colorado
Century at Murphy Creek, LLC	Colorado
Century at Outlook, LLC	Colorado
Century at Salisbury Heights, LLC	Colorado
Century at Southshore, LLC	Colorado
Century at Terrain, LLC	Colorado
Century at The Grove, LLC	Colorado
Century at The Meadows, LLC	Colorado
Century at Vista Ridge, LLC	Colorado
Century at Wildgrass, LLC	Colorado
Century at Wolf Ranch, LLC	Colorado
Century City, LLC	Colorado

Name of Guarantor	State of Formation or Organization
Century Communities of Georgia, LLC	Colorado
Century Communities of Nevada, LLC	Delaware
Century Communities of Nevada Realty, LLC	Nevada
Century Group LLC	Colorado
Century Land Holdings, LLC	Colorado
Century Land Holdings II, LLC	Colorado
Century Land Holdings of Texas, LLC	Colorado
Century Rhodes Ranch GC, LLC	Delaware
Century Tuscany GC, LLC	Delaware
Cherry Hill Park, LLC	Colorado
Cottages at Willow Park, LLC	Colorado
Crown Hill, LLC	Colorado
Enclave at Boyd Ponds, LLC	Colorado
Enclave at Cherry Creek, LLC	Colorado
Estates at Chatfield Farms, LLC	Colorado
Hearth at Oak Meadows, LLC	Colorado
Hometown, LLC	Colorado
Lakeview Fort Collins, LLC	Colorado
Madison Estates, LLC	Colorado
Meridian Ranch, LLC	Colorado
Montecito at Ridgegate, LLC	Colorado
Neighborhood Associations Group, LLC	Delaware
Park 5th Avenue Development Co., LLC	Colorado
Reserve at Highpointe Estates, LLC	Colorado
Reserve at The Meadows, LLC	Colorado
Saddle Rock Golf, LLC	Colorado
Saddleback Heights, LLC	Colorado
Stetson Ridge Homes, LLC	Colorado
The Vistas at Nor’wood, LLC	Colorado
The Wheatlands, LLC	Colorado
Venue at Arista, LLC	Colorado
Verona Estates, LLC	Colorado
Villas at Murphy Creek, LLC	Colorado
Waterside at Highland Park, LLC	Colorado
Wildgrass, LLC	Colorado