Exhibit 5.2
[TOLL BROTHERS LETTERHEAD]
January 22, 2018
Toll Brothers, Inc.
250 Gibraltar Road
Horsham, PA 19044
250 Gibraltar Road
Horsham, PA 19044
Ladies and Gentlemen:
I am Senior Vice President, Chief Compliance Officer and General Counsel of Toll Brothers, Inc., a Delaware corporation (“TBI”). TBI, Toll Brothers Finance Corp., a Delaware corporation and a wholly-owned subsidiary of TBI (“the Issuer”) and certain other subsidiaries of TBI (the “Subsidiary Registrants”) have filed a Registration Statement on Form S-3 (File No. 333-202046) (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to which the Issuer is issuing $400 million in aggregate principal of 4.350% Senior Notes due 2028 (the “Senior Notes”). The Senior Notes are unconditionally guaranteed (each a “Senior Note Guarantee” and, collectively, the “Senior Notes Guarantees”) on a senior basis by TBI and the Subsidiary Registrants (together, in such capacity, the “Senior Notes Guarantors”), pursuant to the Underwriting Agreement dated January 17, 2018, among TBI, the Issuer and the underwriters named therein (the “Underwriting Agreement”).
I have examined the Registration Statement as it became effective under the Securities Act; TBI’s and the Issuer’s prospectus dated February 12, 2015 (the “Base Prospectus”), as supplemented by the prospectus supplement relating to the offering of the Senior Notes dated January 17, 2018 (together with the Base Prospectus, the “Senior Notes Prospectus”), filed by TBI and the Issuer pursuant to Rule 424(b) of the rules and regulations of the Commission under the Securities; the indenture dated as of February 7, 2012 (the “Base Indenture”) among the Issuer, the Senior Notes Guarantors and The Bank of New York Mellon as trustee (the “Trustee”), as supplemented by the Authorizing Resolution with respect to the Senior Notes dated as of January 22, 2018 (the “Authorizing Resolution” and, together with the Base Indenture, the “Indenture”); a duplicate of the global note representing the Senior Notes (including the guarantee attached thereto); and the Underwriting Agreement.
In rendering the opinions contained herein, I have relied upon my examination or the examination by members of our legal staff or outside counsel (in the ordinary course of business) of the original or copies certified or otherwise identified to our satisfaction of the charter, bylaws or other governing documents of the subsidiaries named in Schedule I hereto (the “Schedule I Subsidiaries”), resolutions and written consents of their respective boards of directors, general partners, managers and managing members, as the case may be, statements and certificates from officers of the Schedule I Subsidiaries and, to the extent obtained, from various state authorities, status telecopies provided by Corporation Service Company, and such other documents and records relating to the Schedule I Subsidiaries as we have deemed appropriate. I, or a member of
my staff, have also examined the originals, or duplicates or certified or conformed copies, of such corporate and other records, agreements, documents and other instruments of all the registrants and have made such other investigations as I have deemed relevant and necessary in connection with the opinions hereinafter set forth. As to questions of fact material to this opinion, I have relied upon certificates or comparable documents or statements of public officials and of officers and representatives of TBI, the Issuer and the Schedule I Subsidiaries.
In rendering the opinions set forth below, I have also assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents.
Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, I am of the opinion that the Senior Notes Guarantees have been duly authorized, executed and delivered by each of the Schedule I Subsidiaries.
This opinion letter is given as of the date hereof and I assume no obligation to update or supplement this opinion letter to reflect any facts or circumstances that may hereafter come to my attention or any change in laws that may hereafter occur.
I hereby consent to the filing of this opinion letter as Exhibit 5.2 to the Current Report on Form 8-K of TBI filed with the Commission in connection with the registration of the Senior Notes.
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Very truly yours, | ||
/s/ John McDonald | ||
John McDonald | ||
Senior Vice President, Chief Compliance Officer and General Counsel | ||
[Signature Page to GC Exhibit 5 Opinion]
Schedule I
110-112 Third Ave. Realty Corp. | First Huntingdon Finance Corp. |
126- 142 Morgan Street Urban Renewal LLC | Frenchman’s Reserve Realty, LLC |
134 Bay Street LLC | Goshen Road Land Company LLC |
1400 Hudson LLC | Greens at Waynesborough, L.P. |
1450 Washington LLC | Hatboro Road Associates LLC |
1451 Hudson LLC | Hoboken Cove LLC |
1500 Garden St. LLC | Hoboken Land I LLC |
700 Grove Street Urban Renewal LLC | Hoboken Land LP |
89 Park Avenue LLC | Hockessin Chase, L.P. |
Arbor Hills Development LLC | HQZ Acquisitions, Inc. |
Arbors Porter Ranch, LLC | Jacksonville TBI Realty LLC |
Ashford Land Company, L.P. | Laurel Creek, L.P. |
Audubon Ridge, L.P. | Liseter Land Company LLC |
Belmont Country Club I LLC | Liseter, LLC |
Belmont Country Club II LLC | Long Meadows TBI, LLC |
Belmont Land, L.P. | Loudoun Valley Associates, L.P. |
Binks Estates Limited Partnership | Martinsburg Ventures, L.L.C. |
Block 255 LLC | Mizner Realty, L.L.C. |
Block 268 LLC | Morgan Street JV LLC |
Brier Creek Country Club I LLC | Naples TBI Realty, LLC |
Brier Creek Country Club II LLC | NC Country Club Estates Limited |
Broad Run Associates, L.P. | Partnership |
Byers Commercial LLC | Orlando TBI Realty LLC |
Byers Commercial LP | Placentia Development Company, LLC |
CC Estates Limited Partnership | Plum Canyon Master LLC |
Cold Spring Hunt, L.P. | Porter Ranch Development Co. |
Coleman-Toll Limited Partnership | PRD Investors, Inc. |
Component Systems I LLC | PRD Investors, LLC |
Component Systems II LLC | PT Maxwell Holdings, LLC |
CWG Construction Company LLC | PT Maxwell, L.L.C. |
Dominion Country Club, L.P. | Rancho Costera LLC |
Dominion III Corp. | Regency at Denville, LLC |
Dominion IV LLC | Regency at Dominion Valley LLC |
Dominion Valley Country Club I LLC | Regency at Washington I LLC |
Dominion Valley Country Club II LLC | Regency at Washington II LLC |
Enclave at Long Valley I LLC | Shapell Hold Properties No. 1, LLC |
Enclave at Long Valley II LLC | Shapell Homes, Inc. |
ESE Consultants, Inc. | Shapell Industries, Inc. |
Estates at Princeton Junction, L.P. | Shapell Land Company, LLC |
Fairfax Investment, L.P. | Silverman-Toll Limited Partnership |
First Brandywine Investment Corp. II | Sorrento at Dublin Ranch I LP |
First Brandywine Investment Corp. IV | Sorrento at Dublin Ranch III LP |
First Brandywine LLC I | South Riding Amberlea LP |
First Brandywine LLC II | South Riding Partners Amberlea LP |
First Brandywine Partners, L.P. | South Riding Partners, L.P. |
South Riding Realty LLC | Toll CA VII, L.P. |
South Riding, L.P. | Toll CA VIII, L.P. |
Southport Landing Limited Partnership | Toll CA X, L.P. |
Springton Pointe, L.P. | Toll CA XI, L.P. |
SR Amberlea LLC | Toll CA XII, L.P. |
SRLP II LLC | Toll CA XIX, L.P. |
Stone Mill Estates, L.P. | Toll CA XX, L.P. |
Swedesford Chase, L.P. | Toll CA, L.P. |
Tampa TBI Realty LLC | Toll Cedar Hunt LLC |
TB Kent Partners LLC | Toll Centennial Corp. |
TB Proprietary Corp. | Toll CO I LLC |
TBI/Palm Beach Limited Partnership | Toll CO II, L.P. |
The Bird Estate Limited Partnership | Toll CO III, L.P. |
The Regency Golf Club I LLC | Toll CO, L.P. |
The Regency Golf Club II LLC | Toll Corners LLC |
The Silverman Building Companies, Inc. | Toll Corp. |
Toll Architecture I, P.A. | Toll CT II Limited Partnership |
Toll Architecture, Inc. | Toll CT III Limited Partnership |
Toll at Brier Creek Limited Partnership | Toll CT IV Limited Partnership |
Toll at Westlake, L.P. | Toll CT Limited Partnership |
Toll at Whippoorwill, L.P. | Toll Dallas TX LLC |
Toll Austin TX II LLC | Toll DE II LP |
Toll Austin TX III LLC | Toll DE LP |
Toll Austin TX LLC | Toll Diamond Corp. |
Toll BBC II LLC | Toll EB, LLC |
Toll BBC LLC | Toll Equipment, L.L.C. |
Toll Brooklyn L.P. | Toll Estero Limited Partnership |
Toll Bros. of Arizona, Inc. | Toll FL I, LLC |
Toll Bros. of North Carolina II, Inc. | Toll FL II Limited Partnership |
Toll Bros. of North Carolina, Inc. | Toll FL III Limited Partnership |
Toll Bros., Inc. | Toll FL IV Limited Partnership |
Toll Bros., Inc. | Toll FL IV LLC |
Toll Brothers AZ Construction Company | Toll FL Limited Partnership |
Toll Brothers AZ Limited Partnership | Toll FL V Limited Partnership |
Toll Brothers Canada USA, Inc. | Toll FL V LLC |
Toll Brothers Real Estate, Inc. | Toll FL VI Limited Partnership |
Toll CA Holdings, Inc. | Toll FL VII Limited Partnership |
Toll CA I LLC | Toll FL VIII Limited Partnership |
Toll CA II, L.P. | Toll FL X Limited Partnership |
Toll CA III LLC | Toll FL XII Limited Partnership |
Toll CA III, L.P. | Toll FL XIII Limited Partnership |
Toll CA IV, L.P. | Toll Ft. Myers Limited Partnership |
Toll CA IX, L.P. | Toll GA LP |
Toll CA Note II LLC | Toll Glastonbury LLC |
Toll CA V, L.P. | Toll Golden Corp. |
Toll CA VI, L.P. | Toll Grove LP |
Toll Henderson LLC | Toll MD II Limited Partnership |
Toll Hoboken LLC | Toll MD II LLC |
Toll Holdings, Inc. | Toll MD III Limited Partnership |
Toll Houston Land LLC | Toll MD III LLC |
Toll Houston TX LLC | Toll MD IV Limited Partnership |
Toll Hudson LP | Toll MD IV LLC |
Toll ID I LLC | Toll MD IX Limited Partnership |
Toll IL HWCC, L.P. | Toll MD Limited Partnership |
Toll IL II, L.P. | Toll MD V Limited Partnership |
Toll IL III, L.P. | Toll MD VI Limited Partnership |
Toll IL IV, L.P. | Toll MD VII Limited Partnership |
Toll IL WSB, L.P. | Toll MD VIII Limited Partnership |
Toll IL, L.P. | Toll MD X Limited Partnership |
Toll IN LLC | Toll MD XI Limited Partnership |
Toll Jacksonville Limited Partnership | Toll MI II Limited Partnership |
Toll Jupiter LLC | Toll MI III Limited Partnership |
Toll Land Corp. No. 50 | Toll MI IV Limited Partnership |
Toll Land IV Limited Partnership | Toll MI Limited Partnership |
Toll Land IX Limited Partnership | Toll MI V Limited Partnership |
Toll Land V Limited Partnership | Toll MI VI Limited Partnership |
Toll Land VI Limited Partnership | Toll MI VII Corp. |
Toll Land VII LLC | Toll Mid-Atlantic II LLC |
Toll Land X Limited Partnership | Toll Mid-Atlantic LP Company, Inc. |
Toll Land XI Limited Partnership | Toll Midwest LLC |
Toll Land XIX Limited Partnership | Toll MN II, L.P. |
Toll Land XV Limited Partnership | Toll MN, L.P. |
Toll Land XVI Limited Partnership | Toll Morgan Street LLC |
Toll Land XVIII Limited Partnership | Toll Naval Associates |
Toll Land XX Limited Partnership | Toll NC I LLC |
Toll Land XXI Limited Partnership | Toll NC II LP |
Toll Land XXII Limited Partnership | Toll NC III LP |
Toll Land XXIII Limited Partnership | Toll NC IV LLC |
Toll Land XXV Limited Partnership | Toll NC Note II LLC |
Toll Lexington LLC | Toll NC Note LLC |
Toll MA Development LLC | Toll NC, L.P. |
Toll MA Holdings LLC | Toll NJ I, L.L.C. |
Toll MA I LLC | Toll NJ II, L.L.C. |
Toll MA II LLC | Toll NJ II, L.P. |
Toll MA III LLC | Toll NJ III, L.P. |
Toll MA IV LLC | Toll NJ III, LLC |
Toll MA Land II GP LLC | Toll NJ IV LLC |
Toll MA Land III Limited Partnership | Toll NJ IV, L.P. |
Toll MA Land Limited Partnership | Toll NJ VI, L.P. |
Toll MA Management LLC | Toll NJ VII, L.P. |
Toll MD AF Limited Partnership | Toll NJ VIII, L.P. |
Toll MD I, L.L.C. | Toll NJ XI, L.P. |
Toll NJ XII LP | Toll San Antonio TX LLC |
Toll NJ, L.P. | Toll SC II, L.P. |
Toll NJX-I Corp. | Toll SC III, L.P. |
Toll North LV LLC | Toll SC IV, L.P. |
Toll North Reno LLC | Toll SC, L.P. |
Toll Northeast II LLC | Toll South LV LLC |
Toll Northeast LP Company, Inc. | Toll South Reno LLC |
Toll Northeast Services, Inc. | Toll Southeast II LLC |
Toll NV GP Corp. | Toll Southeast LP Company, Inc. |
Toll NV GP I LLC | Toll Southwest II LLC |
Toll NV Holdings LLC | Toll Southwest LLC |
Toll NV Limited Partnership | Toll Sparks LLC |
Toll NY II LLC | Toll Stonebrae LP |
Toll NY III L.P. | Toll Stratford LLC |
Toll NY IV L.P. | Toll SW Holding I Corp. |
Toll NY L.P. | Toll SW Holding LLC |
Toll NY V L.P. | Toll TX Note LLC |
Toll Orlando Limited Partnership | Toll VA GP Corp. |
Toll PA Development LP | Toll VA II, L.P. |
Toll PA II, L.P. | Toll VA III, L.L.C. |
Toll PA III, L.P. | Toll VA III, L.P. |
Toll PA IV, L.P. | Toll VA IV, L.P. |
Toll PA IX, L.P. | Toll VA LLC |
Toll PA Management LP | Toll VA Member Two, Inc. |
Toll PA Twin Lakes LLC | Toll VA V, L.P. |
Toll PA V, L.P. | Toll VA VI, L.P. |
Toll PA VI, L.P. | Toll VA VII, L.P. |
Toll PA VIII, L.P. | Toll VA VIII, L.P. |
Toll PA X, L.P. | Toll VA, L.P. |
Toll PA XI, L.P. | Toll Van Wyck, LLC |
Toll PA XII, L.P. | Toll Vanderbilt II LLC |
Toll PA XIII, L.P. | Toll WA GP Corp. |
Toll PA XIV, L.P. | Toll WA LP |
Toll PA XIX, L.P. | Toll West Coast II LLC |
Toll PA XV, L.P. | Toll West Coast LLC |
Toll PA XVI, L.P. | Toll WV GP Corp. |
Toll PA XVII, L.P. | Toll WV LP |
Toll PA XVIII, L.P. | Toll YL II, L.P. |
Toll PA, L.P. | Toll-Dublin, L.P. |
Toll Port Imperial LLC | Toll-Dublin, LLC |
Toll Prasada LLC | Upper K Investors, Inc. |
Toll Realty Holdings Corp. I | Upper K Investors, LLC |
Toll Realty Holdings Corp. II | Upper K-Shapell, LLC |
Toll Realty Holdings LP | Vanderbilt Capital, LLC |
Toll RI II, L.P. | Virginia Construction Co. I, LLC |
Toll RI, L.P. | Virginia Construction Co. II, LLC |