Exhibit 5.1
October 26, 2017
Century Communities, Inc.
8390 East Crescent Parkway, Suite 650
Greenwood Village, Colorado 80111
Re: | Century Communities, Inc. |
Registration Statement on FormS-4 Relating to the Offer to Exchange up to $400,000,000 in Aggregate Principal Amount of 5.875% Senior Notes due 2025 and Related Guarantees for 5.875% Senior Notes due 2025 and Related Guarantees |
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 $400,000,000 in aggregate principal amount of its 5.875% Senior Notes due 2025 (the “Exchange Notes”) for any and all of its outstanding 5.875% Senior Notes due 2025 issued on May 12, 2017 (the “Initial Notes”) pursuant to the Company’s Registration Statement on FormS-4 filed with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), on October 26, 2017 (the “Registration Statement”). The Initial Notes were issued, and the Exchange Notes are to be issued, under the Indenture, dated as of May 12, 2017 (as amended and/or supplemented, the “Indenture”), among the Company, the Company’s subsidiary guarantors party thereto, and U.S. Bank National Association, as trustee (in such capacity, the “Trustee”). The Exchange 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 RegulationS-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 opinions 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 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, certificates of public officials, 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 opinions 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 verified. 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
GREENBERG TRAURIG, LLP • ATTORNEYS AT LAW • WWW.GTLAW.COM
1840 Century Park East, Suite 1900 • Los Angeles, California 90067 • Tel 310.586.7700 • Fax 310.586.7800
Century Communities, Inc.
October 26, 2017
Page 2
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.
Our opinions set forth herein are limited to the General Corporation Law of the State of Delaware, the Delaware Limited Liability Company Act, the General Corporation Law of the State of California, the Colorado Limited Liability Company Act, the Georgia Limited Liability Company Act, the Nevada Limited-Liability Company Act, the Utah Revised Uniform 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 |
GREENBERG TRAURIG
SCHEDULE I
Guarantors
Name of Guarantor | State of | |
Augusta Pointe, LLC | Colorado | |
Avalon at Inverness, LLC | Colorado | |
AVR A, LLC | Colorado | |
AVR B, LLC | Colorado | |
AVR C, LLC | Colorado | |
Beacon Pointe, LLC | Colorado | |
Benchmark Builders North Carolina, LLC | Delaware | |
Benchmark Communities, LLC | Delaware | |
Benchmark Madera I, LLC | Delaware | |
Blackstone Homes, LLC | Colorado | |
BMC Carnation, LLC | Delaware | |
BMC Cornerstone II Ripon, LLC | Delaware | |
BMC East Garrison, LLC | Delaware | |
BMC EG Bluffs, LLC | Delaware | |
BMC EG Bungalow, LLC | Delaware | |
BMC EG Courtyards, LLC | Delaware | |
BMC EG Garden, LLC | Delaware | |
BMC EG Grove, LLC | Delaware | |
BMC EG Towns, LLC | Delaware | |
BMC EG Village, LLC | Delaware | |
BMC Heights, LLC | Delaware | |
BMC Meadowood II, LLC | Delaware | |
BMC Pine Ridge, LLC | Delaware | |
BMC Promise Way, LLC | Delaware | |
BMC Rancho Etiwanda, LLC | Delaware | |
BMC Realty Advisors, Inc | California | |
BMC Red Hawk, LLC | Delaware | |
BMC Rosemead, LLC | Delaware | |
BMC Sagewood, LLC | Delaware | |
BMC Sagewood 40s, LLC | Delaware | |
BMC Sagewood 60s, LLC | Delaware |
S-I-1
BMC Shields Locan, LLC | Delaware | |
BMC Stein, LLC | Delaware | |
BMC Touchstone, LLC | Delaware | |
BMC Wood Ranch, LLC | Delaware | |
BMCH California, LLC | Delaware | |
BMCH North Carolina, LLC | Delaware | |
BMCH Tennessee, LLC | Delaware | |
BMCH Washington, LLC | Delaware | |
Bradburn Village Homes, LLC | Colorado | |
Casa Acquisition Corp. | Delaware | |
CC Communities, LLC | Colorado | |
CCC Holdings, LLC | Colorado | |
CCG Constructors LLC | Georgia | |
CCG Realty Group LLC | Georgia | |
CCH Homes, LLC | Colorado | |
Centennial Holding Company 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 Claremont Ranch, LLC | Colorado | |
Century at Compark Village North, LLC | Colorado | |
Century at Compark Village South, LLC | Colorado | |
Century at Forest Meadows, LLC | Colorado | |
Century at Harvest Meadows, LLC | Colorado | |
Century at Landmark, 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 Mayfield, LLC | Colorado | |
Century at Midtown, LLC | Colorado | |
Century at Millennium, LLC | Colorado | |
Century at Murphy Creek, LLC | Colorado |
S-I-2
Century at Oak Street, LLC | Colorado | |
Century at Observatory Heights, LLC | Colorado | |
Century at Outlook, LLC | Colorado | |
Century at Salisbury Heights, LLC | Colorado | |
Century at Southshore, LLC | Colorado | |
Century at Sterling Ranch, 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 | |
Century Communities of Georgia, LLC | Colorado | |
Century Communities of Nevada, LLC | Delaware | |
Century Communities of Nevada Realty, LLC | Nevada | |
Century Communities of Utah, LLC | Utah | |
Century Communities Southeast, LLC | Colorado | |
Century Group LLC | Colorado | |
Century Land Holdings, LLC | Colorado | |
Century Land Holdings II, LLC | Colorado | |
Century Land Holdings of Texas, LLC | Colorado | |
Century Land Holdings of Utah, LLC | Utah | |
Century Rhodes Ranch GC, LLC | Delaware | |
Century Tuscany GC, LLC | Delaware | |
Cherry Hill Park, LLC | Colorado | |
Cottages at Willow Park, 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 | |
Hometown South, LLC | Colorado | |
Lakeview Fort Collins, LLC | Colorado | |
Madison Estates, LLC | Colorado | |
Meridian Ranch, LLC | Colorado | |
Montecito at Ridgegate, LLC | Colorado |
S-I-3
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 Retreat at Ridgegate, LLC | Colorado | |
The Vistas at Nor’wood, LLC | Colorado | |
The Wheatlands, LLC | Colorado | |
UCP, LLC | Delaware | |
UCP Barclay III, LLC | Delaware | |
UCP Chateau Grove, LLC | Delaware | |
UCP East Garrison, LLC | Delaware | |
UCP Hillcrest Hollister, LLC | Delaware | |
UCP Jovita, LLC | Delaware | |
UCP Kerman, LLC | Delaware | |
UCP Meadowood III, LLC | Delaware | |
UCP Quail Run, LLC | Delaware | |
UCP Sagewood, LLC | Delaware | |
UCP Santa Ana Hollister, LLC | Delaware | |
UCP Soledad, LLC | Delaware | |
UCP Tapestry, LLC | Delaware | |
Venue at Arista, LLC | Colorado | |
Verona Estates, LLC | Colorado | |
Villas at Murphy Creek, LLC | Colorado | |
Waterside at Highland Park, LLC | Colorado | |
Westown Condominiums, LLC | Colorado | |
Westown Townhomes, LLC | Colorado | |
Wildgrass, LLC | Colorado |
S-I-4