[Letterhead of]
CRAVATH, SWAINE & MOORE LLP
[New York Office]
February 19, 2021
Toll Brothers Inc.
Registration Statement on Form S-3
Dear Ladies and Gentlemen:
We have acted as counsel to Toll Brothers, Inc., a Delaware corporation (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 subsidiaries of the Company listed on Schedule I hereto (such subsidiaries, together with the Debt Issuers, the “Subsidiary Guarantors”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S3 (the “Registration Statement”) under the Securities Act of 1933 (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 (the “Common Stock”); (ii) shares of preferred stock of the Company, $.01 par value per share (the “Preferred Stock” and, together with the Common Stock, the “Stock”); (iii) senior debt securities of TBFC (the “2012 Indenture Senior Debt Securities”) to be issued under the Indenture dated as of February 7, 2012 (the “2012 Indenture”), by and among TBFC, the Company, the other guarantors party thereto and The Bank of New York Mellon, as trustee, as it may be amended, supplemented or otherwise modified from time to time, which 2012 Indenture is filed with the Registration Statement, other senior secured debt securities and senior unsecured debt securities of TBFC or any other Debt Issuer (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” and, together with the 2012 Indenture Senior Debt Securities and the Senior Debt Securities, the “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 or Debt Securities (the “Warrants”); and (v) guarantees of the Company and the Subsidiary Guarantors to be issued in connection with the Debt Securities (the “Guarantees” and, together with the Debt Securities, the Stock and the Warrants, the “Securities”).
In connection with this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such corporate records, certificates of corporate officers and government officials and such other documents as we have deemed necessary or appropriate for the purposes of this opinion. As to various questions of fact material to this opinion, we have relied upon representations of officers or directors of the Company and documents furnished to us by the Company without independent verification of their accuracy. We have also assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as copies.
Based upon and subject to the foregoing, and assuming that: (i) the Registration Statement and any supplements and amendments thereto (including post-effective amendments) will have become effective and will comply with all applicable laws; (ii) the Registration Statement and any supplements and amendments thereto (including post-effective amendments) will be effective and will comply with all applicable laws at the time the Securities are offered or issued as contemplated by the Registration Statement; (iii) a prospectus supplement will have been prepared and filed with the Commission describing the Securities offered thereby and will comply with all applicable laws; (iv) all Securities will be issued and sold in compliance with all applicable federal and state securities laws and in the manner stated in the Registration Statement and the appropriate prospectus supplement; (v) none of the terms of any Security to be established subsequent to the date hereof, nor the issuance and delivery of such Security, nor the compliance by the Company, the Debt Issuers or any of the other Subsidiary Guarantors, as applicable, with the terms of such Security will violate any applicable law or will result in a violation of any provision of any instrument or agreement then binding upon the Company, the Debt Issuers or any of the other Subsidiary Guarantors, as applicable, or any restriction imposed by any court or governmental body having jurisdiction over the Company, the Debt Issuers or any of the other Subsidiary Guarantors, as applicable; (vi) a definitive purchase, underwriting or similar agreement with respect to any Securities offered or issued will have been duly authorized and validly executed and delivered by the Company, the Debt Issuers or any of the other Subsidiary Guarantors, as applicable, and the other parties thereto; and (vii) any Securities issuable upon conversion, exchange or exercise of any Security being offered or issued will be duly authorized, created and, if appropriate, reserved for issuance upon such conversion, exchange or exercise, we are of opinion that:
1. With respect to the Common Stock, when (a) the terms of the issuance and sale of the Common Stock have been duly established in conformity with the Company’s Certificate of Incorporation, (b) the Board of Directors of the Company or a duly constituted and acting committee thereof (such Board of Directors or committee being hereinafter referred to as the “Company Board”) has taken all necessary corporate action to approve the issuance of and the terms of the offering of the Common Stock and related matters and (c) certificates representing the shares of Common Stock have been duly executed, countersigned, registered and delivered, assuming that at the times of such issuances the Company has a sufficient number of authorized and unissued shares of Common Stock available therefor, either (i) in accordance with the applicable definitive purchase, underwriting, or similar agreement approved by the Company Board upon payment of the consideration therefor (which consideration is not less than the par value of the Common Stock) provided for therein or (ii) upon conversion or exercise of any other Security, in accordance with the terms of such Security or the instrument governing such Security providing for such conversion or exercise as approved by the
Company Board, for the consideration approved by the Company Board (which consideration is not less than the par value of the Common Stock), then such shares of Common Stock will be validly issued, fully paid and nonassessable.
2. With respect to shares of Preferred Stock, when (a) the terms of the issuance and sale of the Preferred Stock have been duly established in conformity with the Company’s Certificate of Incorporation, (b) the Company Board has taken all necessary corporate action to approve the issuance and terms of a particular series of Preferred Stock, the terms of the offering thereof, and related matters, including the adoption of a Certificate of Designation relating to such Preferred Stock (a “Certificate”) and the filing of such Certificate with the Secretary of State of the State of Delaware, (c) such Certificate has been properly filed with the Secretary of State of Delaware and (d) certificates representing such shares of Preferred Stock have been duly executed, countersigned, registered and delivered, assuming that at the times of such issuances, the Company has a sufficient number of authorized and unissued shares of Preferred Stock available therefor, either (i) in accordance with the applicable definitive purchase, underwriting, or similar agreement approved by the Company Board upon payment of the consideration therefor (which consideration is not less than the par value of the Preferred Stock) provided for therein or (ii) upon conversion or exercise of any other Security, in accordance with the terms of such Security or the instrument governing such Security providing for such conversion or exercise as approved by the Company Board, for the consideration approved by the Company Board (which consideration is not less than the par value of the Preferred Stock), then such shares of Preferred Stock will be validly issued, fully paid and nonassessable.
3. With respect to Debt Securities to be issued by a Debt Issuer under the 2012 Indenture, the Senior Indenture or the Subordinated Indenture, as applicable (each, an “Indenture”), assuming the applicable Indenture has been duly authorized and validly executed and delivered by the applicable Trustee (as defined below), when (a) the trustee under the 2012 Indenture, the trustee under the Senior Indenture or the trustee under the Subordinated Indenture (each a “Trustee”), as applicable, is qualified to act in such capacity under the applicable Indenture, (b) the applicable Indenture has been duly authorized and validly executed and delivered by the Company, the applicable Debt Issuer and the other applicable Subsidiary Guarantors to the applicable Trustee, (c) the applicable Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, (d) the Board of Directors of the applicable Debt Issuer or a duly constituted and acting committee thereof (such Board of Directors or committee being hereinafter referred to as the “Debt Issuer Board” ) has taken all necessary corporate action to approve the issuance and terms of such Debt Securities, the terms of the offering thereof and related matters and (e) such Debt Securities have been duly executed, authenticated, issued and delivered in accordance with the provisions of the applicable Indenture and the applicable definitive purchase, underwriting or similar agreement approved by the applicable Debt Issuer Board, upon payment of the consideration therefor provided for therein, such Debt Securities will be validly issued and will constitute valid and binding obligations of such Debt Issuer, enforceable against such Debt Issuer in accordance with their terms (subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect and subject to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law).
4. With respect to the Warrants, when (a) the Company Board, in the case of Warrants to purchase Stock, or the applicable Debt Issuer Board, in the case of Warrants to purchase Debt Securities, has taken all necessary corporate action to approve the creation of and the issuance and terms of the Warrants, the terms of the offering thereof and related matters, (b) the warrant agreement or agreements governed by New York law relating to the Warrants have been duly authorized and validly executed and delivered by the Company Board or the applicable Debt Issuer Board, and (c) the Warrants or certificates representing the Warrants have been duly executed, countersigned, registered and delivered in accordance with the appropriate warrant agreement or agreements and the applicable definitive purchase, underwriting or similar agreement approved by the Company Board or the applicable Debt Issuer Board, upon payment of the consideration therefor provided therein, the Warrants will be validly issued and will constitute valid and binding obligations of the Company or such Debt Issuer, as applicable, enforceable against the Company or such Debt Issuer in accordance with their terms under New York law (subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect and subject to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law).
5. With respect to the Guarantees, assuming the applicable Indenture has been duly authorized and validly executed and delivered by the applicable Trustee, when (a) the applicable Trustee is qualified to act in such capacity under the applicable Indenture, (b) the applicable Indenture has been duly authorized and validly executed and delivered by the Company, the applicable Debt Issuer and the applicable Subsidiary Guarantors, to the applicable Trustee, (c) the applicable Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, (d) the Company Board, the Debt Issuer Board, and the board of directors, general partner, manager and managing members, as applicable, of the applicable Subsidiary Guarantor or a duly constituted and acting committee thereof (such board of directors, general partner, manager or managing members, as applicable, or committee being hereinafter referred to as the “Subsidiary Guarantor Board”) has taken all necessary corporate or other organizational action to approve the issuance and terms of such Guarantees and Debt Securities, respectively, the terms of the offering thereof and related matters and (e) such Debt Securities have been duly executed, authenticated, issued and delivered in accordance with the provisions of the applicable Indenture and the applicable definitive purchase, underwriting or similar agreement approved by the Company Board and the applicable Debt Issuer Board, as applicable, upon payment of the consideration therefor provided for therein, such Guarantees will be validly issued and will constitute valid and binding obligations of the Company, such Debt Issuer, and each such Subsidiary Guarantor, enforceable against the Company, such Debt Issuer and each such Subsidiary Guarantor in accordance with their terms (subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect and subject to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law).
We express no opinion herein as to any provision of any Indenture, Warrant or the Debt Securities that (a) relates to the subject matter jurisdiction of any Federal court of the United States of America, or any Federal appellate court, to adjudicate any controversy related thereto, (b) contains a waiver of an inconvenient forum, (c) relates to the waiver of rights to jury trial or (d) provides for indemnification, contribution or limitations on liability. We also express no opinion as to (i) the
enforceability of the provisions of any Indenture, Warrant or the Debt Securities to the extent that such provisions constitute a waiver of illegality as a defense to performance of contract obligations or any other defense to performance which cannot, as a matter of law, be effectively waived or (ii) whether a state court outside the State of New York or a Federal court of the United States would give effect to the choice of New York law provided for therein.
We are admitted to practice only in the State of New York and express no opinion as to matters governed by any laws other than the laws of the State of New York, the Delaware General Corporation Law, the Delaware Revised Uniform Limited Partnership Act, the Delaware Limited Liability Company Act and the Federal laws of the United States of America. Insofar as the opinions expressed herein relate to or depend upon matters governed by the laws of other jurisdictions as they relate to certain of the Subsidiary Guarantors, we have relied upon and assumed the correctness of, without independent investigation, the opinion of Timothy J. Hoban, Senior Vice President and General Counsel of the Company, which is being delivered to you and filed with the Commission as an exhibit to the Registration Statement.
We understand that we may be referred to under the heading “Legal Matters” in the prospectus and in a supplement to the prospectus forming a part of the Registration Statement, and we hereby consent to such use of our name in said Registration Statement and to the use of this opinion for filing with said Registration Statement as Exhibit 5.1 thereto. In giving this consent, we do not hereby admit that we are 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.
Very truly yours,
/s/ Cravath, Swaine & Moore LLP
Toll Brothers, Inc.,
Toll Corp.,
First Huntingdon Finance Corp.,
Toll Brothers Finance Corp.,
and the Subsidiary Guarantors
listed in Schedule I hereto
1140 Virginia Drive
Fort Washington, PA 19034
Schedule I
Subsidiary Guarantors
| | | | | | | | |
Exact Name of Registrant As Specified in its Charter | | State or Other Jurisdiction of Incorporation or Organization |
| Dominion III Corp. | | Delaware |
| ESE Consultants, Inc. | | Delaware |
| First Brandywine Investment Corp. IV | | Delaware |
| HQZ Acquisitions, Inc. | | Michigan |
| PRD Investors, Inc. | | Delaware |
| Shapell Homes, Inc. | | Delaware |
| Shapell Industries, Inc. | | Delaware |
| TB Proprietary Corp. | | Delaware |
| The Silverman Building Companies, Inc. | | Michigan |
| Toll Architecture I, P.A. | | Delaware |
| Toll Architecture, Inc. | | 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., Inc. | | Pennsylvania |
| Toll Brothers AZ Construction Company | | Arizona |
| Toll Brothers Canada USA, Inc. | | Delaware |
| Toll Brothers Real Estate, Inc. | | Pennsylvania |
| Toll CA Holdings, Inc. | | Delaware |
| Toll Golden Corp. | | Delaware |
| Toll Holdings, Inc. | | Delaware |
| Toll MI VII Corp. | | Michigan |
| Toll Mid-Atlantic V Corp. | | Delaware |
| Toll Mid-Atlantic LP Company, Inc. | | Delaware |
| Toll NJX-I Corp. | | Delaware |
| Toll Northeast V Corp. | | Delaware |
| Toll Northeast LP Company, Inc. | | Delaware |
| Toll Northeast Services, Inc. | | Delaware |
| Toll NV GP Corp. | | Nevada |
| Toll Realty Holdings Corp. I | | Delaware |
| Toll Realty Holdings Corp. II | | Delaware |
| Toll Southeast LP Company, Inc. | | Delaware |
| Toll Southeast Inc. | | Delaware |
| Toll SW Holding I Corp. | | Nevada |
| Toll VA GP Corp. | | Delaware |
| Toll West Inc. | | Delaware |
| Toll WV GP Corp. | | West Virginia |
| Upper K Investors, Inc. | | Delaware |
| Ashford Land Company, L.P. | | Delaware |
| Audubon Ridge, L.P. | | Pennsylvania |
| Belmont Land, L.P. | | Virginia |
| Binks Estates Limited Partnership | | Florida |
| Broad Run Associates, L.P. | | Pennsylvania |
| | | | | | | | |
Exact Name of Registrant As Specified in its Charter | | State or Other Jurisdiction of Incorporation or Organization |
| Byers Commercial LP | | Pennsylvania |
| CC Estates Limited Partnership | | Massachusetts |
| Coleman-Toll Limited Partnership | | Nevada |
| Dominion Country Club, L.P. | | Virginia |
| Estates at Princeton Junction, L.P. | | New Jersey |
| Fairfax Investment, L.P. | | Virginia |
| First Brandywine Partners, L.P. | | Delaware |
| Hoboken Land LP | | New Jersey |
| Hockessin Chase, L.P. | | Delaware |
| 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 |
| Sorrento at Dublin Ranch I LP | | California |
| Sorrento at Dublin Ranch III LP | | California |
| South Riding, L.P. | | Virginia |
| Southport Landing Limited Partnership | | Connecticut |
| Stone Mill Estates, L.P. | | Pennsylvania |
| Swedesford Chase, L.P. | | Pennsylvania |
| TBI/Palm Beach Limited Partnership | | Florida |
| The Bird Estate Limited Partnership | | Massachusetts |
| Toll at Brier Creek Limited Partnership | | North Carolina |
| 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 CA XX, 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 |
| | | | | | | | |
Exact Name of Registrant As Specified in its Charter | | State or Other Jurisdiction of Incorporation or Organization |
| 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 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 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 XXII Limited Partnership | | California |
| Toll Land XXIII Limited Partnership | | California |
| Toll Land XXV Limited Partnership | | New Jersey |
| Toll MA Land Limited Partnership | | Massachusetts |
| Toll MA Land III Limited Partnership | | Massachusetts |
| Toll MD AF Limited Partnership | | 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 |
| | | | | | | | |
Exact Name of Registrant As Specified in its Charter | | State or Other Jurisdiction of Incorporation or Organization |
| Toll MD VIII 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 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 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 NV Limited Partnership | | Nevada |
| Toll NY L.P. | | New York |
| Toll NY III L.P. | | New York |
| Toll NY IV L.P. | | New York |
| Toll NY V L.P. | | New York |
| Toll Orlando Limited Partnership | | Florida |
| Toll PA Development LP | | Pennsylvania |
| Toll PA Management LP | | Pennsylvania |
| 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 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 |
| | | | | | | | |
Exact Name of Registrant As Specified in its Charter | | State or Other Jurisdiction of Incorporation or Organization |
| 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 WV LP | | West Virginia |
| Toll YL II, L.P. | | California |
| Toll-Dublin, L.P. | | California |
| 89 Park Avenue LLC | | New York |
| 126-142 Morgan Street Urban Renewal LLC | | New Jersey |
| 134 Bay Street LLC | | Delaware |
| 1400 Hudson LLC | | New Jersey |
| 1451 Hudson LLC | | New Jersey |
| 1450 Washington LLC | | New Jersey |
| 1500 Garden St. LLC | | New Jersey |
| 2686-2690 Broadway LLC | | New York |
| 2686-2690 Broadway Member LLC | | New York |
| 352 Marin LLC | | New Jersey |
| 700 Grove Street Urban Renewal LLC | | New Jersey |
| Arbor Hills Development LLC | | Michigan |
| Arbors Porter Ranch, LLC | | California |
| Belmont Country Club I LLC | | Virginia |
| Belmont Country Club II LLC | | Virginia |
| Block 255 LLC | | New Jersey |
| Block 268 LLC | | New Jersey |
| Brier Creek Country Club I LLC | | North Carolina |
| Brier Creek Country Club II LLC | | North Carolina |
| Byers Commercial 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 |
| | | | | | | | |
Exact Name of Registrant As Specified in its Charter | | State or Other Jurisdiction of Incorporation or Organization |
| Enclave at Long Valley II LLC | | New Jersey |
| Frenchman’s Reserve Realty, LLC | | Florida |
| Goshen Road Land Company LLC | | Pennsylvania |
| Hatboro Road Associates LLC | | Pennsylvania |
| Hoboken Cove LLC | | New Jersey |
| Hoboken Land I LLC | | Delaware |
| Jacksonville TBI Realty LLC | | Florida |
| Liseter Land Company LLC | | Pennsylvania |
| Liseter, LLC | | Delaware |
| LL Parcel E, LLC | | New York |
| Long Meadows TBI, LLC | | Maryland |
| 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 |
| PT Maxwell Holdings, LLC | | New Jersey |
| PT Maxwell, L.L.C. | | New Jersey |
| Rancho Costera LLC | | Delaware |
| Regency at Denville, LLC | | New Jersey |
| Regency at Dominion Valley LLC | | Virginia |
| 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 |
| 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 |
| 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 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 |
| | | | | | | | |
Exact Name of Registrant As Specified in its Charter | | State or Other Jurisdiction of Incorporation or Organization |
| Toll FL V LLC | | Florida |
| Toll Glastonbury LLC | | Connecticut |
| Toll Henderson LLC | | Nevada |
| Toll Hoboken LLC | | Delaware |
| Toll Houston Land LLC | | Texas |
| Toll Houston TX LLC | | Texas |
| Toll ID I LLC | | Idaho |
| Toll IN LLC | | Indiana |
| Toll Jupiter LLC | | Florida |
| Toll Land VII LLC | | New York |
| Toll Lexington LLC | | New York |
| Toll MA Development LLC | | Massachusetts |
| Toll MA Holdings LLC | | Delaware |
| Toll MA Land II GP LLC | | Delaware |
| Toll MA Management LLC | | Massachusetts |
| 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 Mid-Atlantic II LLC | | Delaware |
| 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 NJ IV LLC | | New Jersey |
| Toll Northeast II LLC | | Delaware |
| Toll Northeast VIII LLC | | Delaware |
| Toll NY II LLC | | New York |
| Toll North LV LLC | | Nevada |
| Toll North Reno LLC | | Nevada |
| Toll NV GP I LLC | | Nevada |
| Toll NV Holdings LLC | | Nevada |
| Toll PA Twin Lakes LLC | | Pennsylvania |
| Toll Port Imperial LLC | | New Jersey |
| Toll Prasada LLC | | Arizona |
| Toll San Antonio TX LLC | | Texas |
| Toll South LV LLC | | Nevada |
| Toll South Reno LLC | | Nevada |
| | | | | | | | |
Exact Name of Registrant As Specified in its Charter | | State or Other Jurisdiction of Incorporation or Organization |
| Toll Southeast II LLC | | Delaware |
| Toll Southwest LLC | | Delaware |
| Toll Southwest II LLC | | Delaware |
| Toll Sparks LLC | | Nevada |
| Toll SW Holding LLC | | Nevada |
| Toll TX Note LLC | | Texas |
| Toll VA III, L.L.C. | | Virginia |
| Toll Van Wyck, LLC | | New York |
| Toll Vanderbilt II LLC | | Rhode Island |
| Toll-Dublin, LLC | | California |
| Toll West Coast LLC | | Delaware |
| Toll West Coast II LLC | | Delaware |
| Upper K Investors, LLC | | Delaware |
| Upper K-Shapell, LLC | | Delaware |
| Vanderbilt Capital, LLC | | Rhode Island |
** Uses Employer Identification Number used by its sole member.
