Exhibit 5
SIMPSON THACHER & BARTLETTLLP
425 LEXINGTON AVENUE
NEW YORK, N.Y. 10017-3954
(212) 455-2000
FACSIMILE (212) 455-2502
| | | | |
DIRECT DIAL NUMBER | | | | E-MAIL ADDRESS |
November 23, 2011
Toll Brothers, Inc.
250 Gibraltar Road
Horsham, PA 19044
Ladies and Gentlemen:
We have acted as counsel to Toll Brothers, Inc., a Delaware corporation (the “Company”), Toll Corp., a Delaware corporation, Toll Finance Corp., a Delaware corporation (“TFC”), Toll Brothers Finance Corp., a Delaware corporation (“TBFC”), and First Huntingdon Finance Corp., a Delaware corporation (“FHFC” and, together with Toll Corp., TFC and TBFC, the “Debt Issuers”) and to the subsidiaries of the Company listed on Schedules I and II hereto (collectively, the “Subsidiary Guarantors”) in connection with the Registration Statement on Form S-3 (the “Registration Statement”) filed by the Company, the Debt Issuers and the Subsidiary Guarantors with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to (i) shares of common stock of the Company, $.01 par value per share (the “Common Stock”); (ii) warrants to purchase Common Stock (the “Common Stock Warrants”); (iii) shares of preferred stock of the Company, $.01 par value per share (the “Preferred Stock” and, together with the Common Stock, the “Stock”); (iv) warrants to purchase Preferred Stock (the “Preferred Stock Warrants”); (v) debt securities of the Debt Issuers, which may be either senior (“Senior Debt Securities”) or
subordinated (the “Subordinated Debt Securities”) (collectively, the “Debt Securities”); (vi) warrants to purchase Debt Securities (the “Debt Security Warrants” and together with the Common Stock Warrants and the Preferred Stock Warrants, the “Securities Warrants”); (vii) guarantees of the Company and the Subsidiary Guarantors (collectively, in such capacity, the “Guarantors”) to be issued in connection with the Debt Securities (the “Guarantees”); and (viii) Common Stock, Debt Securities and Guarantees that may be issued upon exercise of Securities Warrants. The Common Stock, the Preferred Stock, the Debt Securities, the Guarantees and the Securities Warrants are hereinafter referred to collectively as the “Securities.” The Securities may be issued and sold or delivered from time to time as set forth in the Registration Statement, any amendment thereto, the prospectus contained therein (the “Prospectus”) and supplements to the Prospectus and pursuant to Rule 415 under the Securities Act.
The Senior Debt Securities and the Guarantees thereof will be issued under an Indenture (the “Senior Indenture”) among the Company, a Debt Issuer, one or more Subsidiary Guarantors, as applicable, and such trustee as shall be named therein (the “Senior Trustee”). The Subordinated Debt Securities and the Guarantees thereof will be issued under an Indenture (the “Subordinated Indenture”) among the Company, a Debt Issuer, one or more Subsidiary Guarantors, as applicable, and such trustee as shall be named therein (the “Subordinated Trustee”). The Senior Indenture and the Subordinated Indenture are hereinafter referred to collectively as the “Indentures.”
The Securities Warrants will be issued under one or more warrant agreements (each, a “Warrant Agreement” and collectively, the “Warrant Agreements”) between the Company or a Debt Issuer and such warrant agent as shall be named therein. Each party to a Warrant
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Agreement other than the Company or a Debt Issuer is referred to hereinafter as a “Counterparty.”
We have examined the Registration Statement, a form of the share certificate and the forms of the Indentures, which have been filed with the Commission as exhibits to the Registration Statement. We also have examined the originals, or duplicates or certified or conformed copies, of such records, agreements, documents and other instruments and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth. As to questions of fact material to this opinion, we have relied upon certificates or comparable documents of public officials and of officers and representatives of the Company, the Debt Issuers and the Subsidiary Guarantors.
In rendering the opinions set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies, and the authenticity of the originals of such latter documents. We also have assumed that at the time of execution, authentication, issuance and delivery of the applicable Securities, Indenture and Warrant Agreement: (a) each of the Company, the Debt Issuers and the Subsidiary Guarantors (each, a “Securities Party”), as applicable, will be validly existing under the laws of the jurisdiction in which it was organized; (b) the issuance of the Stock and the execution, delivery and performance of the applicable Debt Securities, Indenture, Warrants and Warrant Agreements by each Securities Party, as applicable, will not violate the certificate of incorporation, certificate of formation, certificate of limited partnership, by-laws, limited liability company agreement and partnership agreement, as the case may be, of such Securities Party or the law of the jurisdiction in which such Securities Party is organized or any
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other applicable laws; (c) in the case of Debt Securities, the applicable Indenture (i) will have been duly authorized, executed and delivered by the Company, the applicable Debt Issuer and the applicable Subsidiary Guarantors and (ii) will be the valid and legally binding obligation of the trustee thereunder; and (d) in the case of Securities Warrants, the applicable Warrant Agreement (i) will have been duly authorized, executed and delivered by the Company or the applicable Debt Issuer and (ii) will be the valid and legally binding obligation of each Counterparty thereto.
Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that:
1. With respect to the Common Stock, assuming (a) the taking by the Board of Directors of the Company (or a duly constituted and acting committee of such Board of Directors (such Board of Directors or committee, the “Company Board”)) of all necessary corporate action to authorize and approve the issuance of the Common Stock and (b) due issuance and delivery of the Common Stock, upon payment of the consideration therefor in accordance with the applicable definitive purchase, underwriting or similar agreement approved by the Company Board, the Common Stock will be validly issued, fully paid and nonassessable.
2. With respect to the Preferred Stock, assuming (a) the taking by the Company Board of all necessary corporate action to authorize and approve the issuance of the Preferred Stock, (b) due filing of the applicable certificate of designations and (c) due issuance and delivery of the Preferred Stock, upon payment of the consideration therefor in accordance with the applicable definitive purchase, underwriting or similar agreement approved by the Company Board, the Preferred Stock will be validly issued, fully paid and nonassessable.
3. With respect to the Debt Securities, assuming (a) the taking of all necessary corporate action to approve the issuance and terms of any Debt Securities, the terms of the offering thereof and related matters by the Board of Directors of the applicable Debt Issuer, a duly constituted and acting committee of such Board of Directors or duly authorized officers of such Debt Issuer (such Board of Directors, committee or authorized officers being referred to herein as the “Debt Issuer Board”) and (b) the due execution, authentication, issuance and delivery of such Debt Securities, upon payment of the consideration therefor provided for in the applicable definitive purchase, underwriting or similar agreement approved by the applicable Debt Issuer Board and otherwise in accordance with the provisions of the applicable Indenture and such agreement, such Debt Securities will constitute valid and legally binding obligations of such Debt Issuer enforceable against such Debt Issuer in accordance with their terms.
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4. With respect to the Guarantees, assuming (a) the taking of all necessary corporate action to approve the issuance and terms of the Guarantees and related matters by the Board of Directors (or a duly constituted and acting committee thereof), managing member, or general partner, as applicable of each Guarantor, or duly authorized officers of each Guarantor (such Board of Directors (or committee thereof), managing member or general partner, as applicable, or authorized officer being referred to as a “Guarantor Authorized Party”), (b) the due execution, authentication, issuance and delivery of the Debt Securities underlying such Guarantees, upon payment of the consideration therefor provided for in the applicable definitive purchase, underwriting or similar agreement approved by the applicable Guarantor Authorizing Party and otherwise in accordance with the provisions of the applicable Indenture and such agreement and (c) the due issuance of such Guarantees, such Guarantees will constitute valid and legally binding obligations of the Guarantors issuing such Guarantees, enforceable against such Guarantors in accordance with their terms.
5. With respect to the Securities Warrants, assuming (a) the taking of all necessary corporate action by the Company Board, in the case of Securities Warrants to purchase Stock, or the applicable Debt Issuer Board, in the case of Securities Warrants to purchase Debt Securities, to approve the execution and delivery of the applicable Warrant Agreement and (b) the due execution, countersignature, issuance and delivery of such Securities Warrants, upon payment of the consideration for such Securities Warrants provided for in the applicable definitive purchase, underwriting or similar agreement approved by the Company Board or the applicable Debt Issuer Board, as the case may be, and otherwise in accordance with the provisions of the applicable Warrant Agreement and such agreement, such Securities Warrants will constitute valid and legally binding obligations of the Company or such Debt Issuer, as applicable, enforceable against the Company or such Debt Issuer in accordance with their terms.
Our opinions set forth in paragraphs 3, 4 and 5 above are subject to the effects of (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.
We do not express any opinion herein concerning any law other than the law of the State of New York, the federal law of the United States, the Delaware General Corporation Law, the Delaware Limited Liability Company Act and the Delaware Revised Uniform Limited Partnership Act.
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We hereby consent to the filing of this opinion letter as Exhibit 5 to the Registration Statement and to the use of our name under the caption “Legal Matters” in the Prospectus included in the Registration Statement.
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| Very truly yours, |
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| /s/ Simpson Thacher & Bartlett LLP |
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| SIMPSON THACHER & BARTLETT LLP |
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Schedule I
Guarantors Incorporated or Formed in Jurisdictions
Other Than the State of New York or the State of Delaware
| | |
Entity Name | | Jurisdiction |
Toll MN GP Corp. | | Minnesota |
Toll NC GP Corp. | | North Carolina |
Toll NH GP Corp. | | New Hampshire |
SH Homes Corporation | | Michigan |
SI Investment Corporation | | Michigan |
The Silverman Building Companies, Inc. | | Michigan |
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. of North Carolina III, Inc. | | North Carolina |
Toll Bros., Inc. | | Pennsylvania |
Toll Bros., Inc. | | Texas |
Toll Brothers AZ Construction Company | | Arizona |
Toll CO GP Corp. | | Colorado |
Toll Development Company, Inc. | | Michigan |
Toll FL GP Corp. | | Florida |
Toll GA GP Corp. | | Georgia |
Toll IL GP Corp. | | Illinois |
Toll Land Corp. No. 6 | | Pennsylvania |
Toll MD Builder Corp. | | Maryland |
Toll MI GP Corp. | | Michigan |
Toll NV GP Corp. | | Nevada |
Toll OH GP Corp. | | Ohio |
Toll PA Builder Corp. | | Pennsylvania |
Toll PA GP Corp. | | Pennsylvania |
Toll PA II GP Corp. | | Pennsylvania |
Toll PA III GP Corp. | | Pennsylvania |
Toll RI GP Corp. | | Rhode Island |
Toll SC GP Corp. | | South Carolina |
Toll TN GP Corp. | | Tennessee |
Toll WV GP Corp. | | West Virginia |
Toll YL, Inc. | | California |
Audubon Ridge, L.P. | | Pennsylvania |
Belmont Land, L.P. | | Virginia |
Binks Estates Limited Partnership | | Florida |
Blue Bell Country Club, L.P. | | Pennsylvania |
Broad Run Associates, L.P. | | Pennsylvania |
Buckingham Woods, L.P. | | Pennsylvania |
CC Estates Limited Partnership | | Massachusetts |
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| | |
Entity Name | | Jurisdiction |
Cold Spring Hunt, L.P. | | Pennsylvania |
Dominion Country Club, L.P. | | Virginia |
Eagle Farm Limited Partnership | | Massachusetts |
Estates at Princeton Junction, L.P. | | New Jersey |
Estates at Rivers Edge, L.P. | | New Jersey |
Fairfax Investment, L.P. | | Virginia |
Fairfax Station Hunt, L.P. | | Virginia |
Farmwell Hunt, L.P. | | Virginia |
Great Falls Hunt, L.P. | | Virginia |
Greens at Waynesborough, L.P. | | Pennsylvania |
Greenwich Chase, L.P. | | New Jersey |
Hatboro Road Associates LLC | | Pennsylvania |
Hoboken Land LP | | New Jersey |
Huckins Farm Limited Partnership | | Massachusetts |
Kensington Woods Limited Partnership | | Massachusetts |
Laurel Creek, L.P. | | New Jersey |
Loudoun Valley Associates, L.P. | | Virginia |
NC Country Club Estates Limited Partnership | | North Carolina |
Rose Hollow Crossing Associates | | Pennsylvania |
Silverman-Toll Limited Partnership | | Michigan |
Sorrento at Dublin Ranch I LP | | California |
Sorrento at Dublin Ranch III LP | | California |
South Riding, L.P. | | Virginia |
South Riding Amberlea LP | | Virginia |
South Riding Partners Amberlea LP | | Virginia |
South Riding Partners, L.P. | | Virginia |
Southport Landing Limited Partnership | | Connecticut |
Springton Pointe, L.P. | | Pennsylvania |
Stone Mill Estates, L.P. | | Pennsylvania |
Swedesford Chase, L.P. | | Pennsylvania |
Toll Brothers AZ Limited Partnership | | Arizona |
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 IV LLC | | Florida |
Toll Ft. Myers 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 |
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| | |
Entity Name | | Jurisdiction |
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 Limited Partnership | | Connecticut |
Toll Land IV Limited Partnership | | New Jersey |
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 XXI Limited Partnership | | Virginia |
Toll Land XXII Limited Partnership | | California |
Toll Land XXIII Limited Partnership | | California |
Toll Land XXV Limited Partnership | | New Jersey |
Toll Land XXVI Limited Partnership | | Ohio |
Toll Livingston at Naples Limited Partnership | | Florida |
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 I LLC | | California |
Toll CA Note II LLC | | California |
Toll CO, L.P. | | Colorado |
Toll CT Limited Partnership | | Connecticut |
Toll CT II Limited Partnership | | Connecticut |
Toll CT III Limited Partnership | | Connecticut |
Toll FL X Limited Partnership | | Florida |
Toll MA Land Limited Partnership | | Massachusetts |
Toll MD Builder I, L.P. | | Maryland |
Toll MD Limited Partnership | | Maryland |
Toll MD II Limited Partnership | | Maryland |
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| | |
Entity Name | | Jurisdiction |
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 |
Toll MD VIII Limited Partnership | | Maryland |
Toll MD IX 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 MN, L.P. | | Minnesota |
Toll MN II, L.P. | | Minnesota |
Toll Naval Associates | | Pennsylvania |
Toll NC II LP | | North Carolina |
Toll NC III LP | | North Carolina |
Toll NC, L.P. | | North Carolina |
Toll NH Limited Partnership | | New Hampshire |
Toll NJ Builder I, L.P. | | New Jersey |
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 V, 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 Northville Limited Partnership | | Michigan |
Toll NV Limited Partnership | | Nevada |
Toll Orlando Limited Partnership | | Florida |
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 V, 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 |
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| | |
Entity Name | | Jurisdiction |
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 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 WA LP | | Washington |
Toll WV LP | | West Virginia |
Toll YL, L.P. | | California |
Toll YL II, L.P. | | California |
Toll-Dublin, L.P. | | California |
Village Partners, L.P. | | Pennsylvania |
West Amwell Limited Partnership | | New Jersey |
Wilson Concord, L.P. | | Tennessee |
1450 Washington LLC | | New Jersey |
1500 Garden St. LLC | | New Jersey |
2301 Fallston Road LLC | | Maryland |
700 Grove Street Urban Renewal, LLC | | New Jersey |
Arbor Hills Development LLC | | Michigan |
Arthur’s Woods, LLC | | Maryland |
Arundel Preserve #6, LLC | | Maryland |
Arundel Preserve #10a, LLC | | Maryland |
Belmont Country Club I LLC | | Virginia |
Belmont Country Club II LLC | | Virginia |
Block 255 LLC | | New Jersey |
Brier Creek Country Club I LLC | | North Carolina |
Brier Creek Country Club II LLC | | North Carolina |
C.B.A.Z. Construction Company LLC | | Arizona |
CWG Construction Company LLC | | New Jersey |
Dominion Valley Country Club I LLC | | Virginia |
Dominion Valley Country Club II LLC | | Virginia |
Frenchman’s Reserve Realty, LLC | | Florida |
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| | |
Entity Name | | Jurisdiction |
Golf I Country Club Estates at Moorpark LLC | | California |
Golf II Country Club Estates at Moorpark LLC | | California |
Hawthorn Woods Country Club II LLC | | Illinois |
Hoboken Cove LLC | | New Jersey |
Jacksonville TBI Realty LLC | | Florida |
Lighthouse Point Land Company, LLC | | Florida |
Long Meadows TBI, LLC | | Maryland |
Longmeadow Properties LLC | | Maryland |
Martinsburg Ventures, L.L.C. | | Virginia |
Mizner Realty, L.L.C. | | Florida |
Naples TBI Realty, LLC | | Florida |
Orlando TBI Realty LLC | | Florida |
Paramount Village LLC | | California |
Phillips Drive LLC | | Maryland |
Prince William Land I LLC | | Virginia |
Prince William Land II LLC | | Virginia |
PT Maxwell Holdings, LLC | | New Jersey |
PT Maxwell, L.L.C. | | New Jersey |
Regency at Denville LLC | | New Jersey |
Regency at Dominion Valley LLC | | Virginia |
Regency at Long Valley I LLC | | New Jersey |
Regency at Long Valley II LLC | | New Jersey |
Regency at Mansfield I LLC | | New Jersey |
Regency at Mansfield II LLC | | New Jersey |
Regency at Washington I LLC | | New Jersey |
Regency at Washington II LLC | | New Jersey |
South Riding Realty LLC | | Virginia |
SR Amberlea LLC | | Virginia |
SRLP II LLC | | Virginia |
Tampa TBI Realty LLC | | Florida |
The Regency Golf Club I LLC | | Virginia |
The Regency Golf Club II LLC | | Virginia |
The Ridges at Belmont Country Club I LLC | | Virginia |
The Ridges at Belmont Country Club II LLC | | Virginia |
Toll Austin TX LLC | | Texas |
Toll Cedar Hunt LLC | | Virginia |
Toll CO I LLC | | Colorado |
Toll Dallas TX LLC | | Texas |
Toll FL I, LLC | | Florida |
Toll Glastonbury LLC | | Connecticut |
Toll Henderson LLC | | Nevada |
Toll IN LLC | | Indiana |
Toll Jupiter LLC | | Florida |
Toll MA I LLC | | Massachusetts |
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| | |
Entity Name | | Jurisdiction |
| Toll MA II LLC | | Massachusetts |
| Toll MD I, L.L.C. | | Maryland |
| Toll MD II LLC | | Maryland |
| 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 North LV LLC | | Nevada |
| Toll North Reno LLC | | Nevada |
| Toll NV Holdings LLC | | Nevada |
| Toll Realty L.L.C. | | Florida |
| Toll San Antonio TX LLC | | Texas |
| Toll South LV LLC | | Nevada |
| Toll South Reno LLC | | Nevada |
| Toll Stratford LLC | | Virginia |
| Toll VA III L.L.C. | | Virginia |
| Toll Vanderbilt I LLC | | Rhode Island |
| Toll Vanderbilt II LLC | | Rhode Island |
| Toll-Dublin, LLC | | California |
| Vanderbilt Capital LLC | | Rhode Island |
| Virginia Construction Co. I, LLC | | Virginia |
| Virginia Construction Co. II, LLC | | Virginia |
| TBI/Naples Limited Partnership | | Florida |
| TBI/Palm Beach Limited Partnership | | Florida |
| The Bird Estate Limited Partnership | | Massachusetts |
| The Estates at Brooke Manor Limited Partnership | | Maryland |
| The Estates at Summit Chase, L.P. | | California |
| Toll at Brier Creek Limited Partnership | | North Carolina |
| Toll at Honey Creek Limited Partnership | | Michigan |
| Toll at Westlake, L.P. | | New Jersey |
| Toll East Naples Limited Partnership | | Florida |
| Toll Estero Limited Partnership | | Florida |
| Toll FL Limited Partnership | | Florida |
| Toll FL II Limited Partnership | | Florida |
| Toll Houston TX LLC | | Texas |
| Toll TX Note LLC | | Texas |
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Schedule II
Guarantors That are Corporations, Limited Liability Companies or Limited Liability
Partnerships in the State of New York or the State of Delaware
| | |
Entity Name | | Jurisdiction |
110-112 Third Ave. Realty Corp. | | New York |
Amwell Chase, Inc. | | Delaware |
C.B.A.Z. Holding Company LLC | | Delaware |
ESE Consultants, Inc. | | Delaware |
Fairway Valley, Inc. | | Delaware |
First Brandywine Finance Corp. | | Delaware |
First Brandywine Investment Corp. II | | Delaware |
First Brandywine Investment Corp. IV | | Delaware |
First Huntingdon Finance Corp. | | Delaware |
Franklin Farms G.P., Inc. | | Delaware |
Hoboken Land I LLC | | Delaware |
MA Limited Land Corporation | | Delaware |
TB Kent Partners LLC | | Delaware |
TB Proprietary Corp. | | Delaware |
Tenby Hunt, Inc. | | Delaware |
Toll Architecture I, P.A. | | Delaware |
Toll Architecture, Inc. | | Delaware |
Toll AZ GP Corp. | | Delaware |
Toll Bros. of Tennessee, Inc. | | Delaware |
Toll Bros., Inc. | | Delaware |
Toll Brothers Finance Corp. | | Delaware |
Toll Buckeye Corp. | | Delaware |
Toll Centennial Corp. | | Delaware |
Toll Corp. | | Delaware |
Toll Diamond Corp. | | Delaware |
Toll Golden Corp. | | Delaware |
Toll Granite Corp. | | Delaware |
Toll Holdings, Inc. | | Delaware |
Toll Land V Limited Partnership | | New York |
Toll Land VI Limited Partnership | | New York |
Toll Land VII Limited Partnership | | New York |
Toll Land IX Limited Partnership | | New York |
Toll Land XIV Limited Partnership | | New York |
Toll Land Corp. No. 10 | | Delaware |
Toll Land Corp. No. 20 | | Delaware |
Toll Land Corp. No. 43 | | Delaware |
Toll Land Corp. No. 50 | | Delaware |
Toll Manhattan I, Inc. | | New York |
Toll Mid-Atlantic LP Company, Inc. | | Delaware |
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| | |
Entity Name | | Jurisdiction |
Toll Mid-Atlantic Note Company, Inc. | | Delaware |
Toll Midwest LP Company, Inc. | | Delaware |
Toll Midwest Note Company, Inc. | | Delaware |
Toll NJX-I Corp. | | Delaware |
Toll Northeast LP Company, Inc. | | Delaware |
Toll Northeast Note Company, Inc. | | Delaware |
Toll Northeast Services, Inc. | | Delaware |
Toll Palmetto Corp. | | Delaware |
Toll Peppertree, Inc. | | New York |
Toll Philmont Corporation | | Delaware |
Toll Realty Holdings Corp. I | | Delaware |
Toll Realty Holdings Corp. II | | Delaware |
Toll Southeast LP Company, Inc. | | Delaware |
Toll Southeast Note Company, Inc. | | Delaware |
Toll Southwest LP Company, Inc. | | Delaware |
Toll Southwest Note Company, Inc. | | Delaware |
Toll TX GP Corp. | | Delaware |
Toll VA GP Corp. | | Delaware |
Toll VA Member Two, Inc. | | Delaware |
Toll WestCoast LP Company, Inc. | | Delaware |
Toll WestCoast Note Company, Inc. | | Delaware |
Warren Chase, Inc. | | Delaware |
51 N. 8th Street L.P. | | New York |
First Brandywine Partners, L.P. | | Delaware |
Hockessin Chase, L.P. | | Delaware |
Somers Chase, L.P. | | New York |
Toll Realty Holdings LP | | Delaware |
110-112 Third Ave. GC II LLC | | New York |
110-112 Third Ave. GC LLC | | New York |
5-01 — 5-17 48th Avenue GC II LLC | | New York |
5-01 — 5-17 48th Avenue GC LLC | | New York |
5-01 — 5-17 48th Avenue II LLC | | New York |
5-01 — 5-17 48th Avenue LLC | | New York |
51 N. 8th Street GC II LLC | | New York |
51 N. 8th Street GC LLC | | New York |
51 N. 8th Street I LLC | | New York |
Component Systems I LLC | | Delaware |
Component Systems II LLC | | Delaware |
First Brandywine LLC I | | Delaware |
First Brandywine LLC II | | Delaware |
First Brandywine LLC III | | Delaware |
First Brandywine LLC IV | | Delaware |
Toll Corners LLC | | Delaware |
Toll DE LP | | Delaware |
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| | |
Entity Name | | Jurisdiction |
Toll DE II LP | | Delaware |
Toll DE X II, LLC | | Delaware |
Toll EB, LLC | | Delaware |
Toll NY LP | | New York |
Toll NY II L.P. | | New York |
Toll NY III L.P. | | New York |
Toll NY IV L.P. | | New York |
Toll Equipment, L.L.C. | | Delaware |
Toll Hoboken LLC | | Delaware |
Toll Morgan Street LLC | | Delaware |
Toll VA L.L.C. | | Delaware |
Toll Van Wyck, LLC | | New York |
Toll at Whippoorwill, L.P. | | New York |
Toll Brooklyn, L.P. | | New York |
Toll Lexington LLC | | New York |
Toll Midwest LLC | | Delaware |
Toll Southwest LLC | | Delaware |
Toll West Coast LLC | | Delaware |
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