EXHIBIT 5.1
[LETTERHEAD OF HOLME ROBERTS & OWEN LLP]
July 12, 2004
Board of Directors
M.D.C. Holdings, Inc.
3600 South Yosemite Street
Suite 900
Denver, CO 80237
Re: M.D.C. Holdings, Inc. Registration Statement on Form S-3
Ladies and Gentlemen:
As counsel for M.D.C. Holdings, Inc., a Delaware corporation (the “Company”), we have examined the above-referenced Registration Statement on Form S-3 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), that the Company is filing with the Securities and Exchange Commission (the “SEC”) with respect to the registration of 500,000 shares of its Common Stock, par value $0.01 per share (the “Shares”), which may be sold by a selling stockholder (the “Selling Stockholder”) as described in the prospectus in the Registration Statement.
We have also examined the Company’s Certificate of Incorporation, as amended, Bylaws and records of its corporate proceedings and have examined such other documents as we have deemed necessary to express the opinion set forth below.
Based on such examination and subject to the limitations and qualifications set forth herein, it is our opinion that the Shares issued to the Selling Stockholder have been validly issued and are fully paid and non-assessable.
The opinions expressed herein are limited to the laws of the State of Colorado, and the General Corporation Law of the State of Delaware (including the statutory provisions and all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting these laws) and the federal laws of the United States of America.
1700 Lincoln Street, Suite 4100 Denver, Colorado 80203-4541tel 303.861.7000fax 303.866.0200
Board of Directors
M.D.C. Holdings, Inc.
July 12, 2004
Page 2
We hereby consent to the reference to us under the caption “Legal Matters” in
the Registration Statement; provided however, in giving this consent we do not
admit that we are included in the category of persons whose consent is required
under Section 7 of the Act or the rules of the SEC promulgated thereunder. We
hereby consent to the filing of this opinion as an exhibit to the Registration
Statement. We express no opinion as to any matters not expressly set forth
herein.
The opinions expressed herein are rendered as of the date hereof. We do not
undertake to advise you of matters that may come to our attention subsequent to
the date hereof and that may affect the opinions expressed herein, including
without limitation, future changes in applicable law. This letter is our
opinion as to certain legal conclusions as specifically set forth herein and is
not and should not be deemed to be a representation or opinion as to any
factual matters.
Very truly yours,
HOLME ROBERTS & OWEN LLP
By: | /s/ Garth B. Jensen | |||
Garth B. Jensen | ||||
Partner | ||||