Exhibit 5.1
[Letterhead of]
CRAVATH, SWAINE & MOORE LLP
[New York Office]
June 12, 2017
Toll Brothers, Inc.
$150,000,000 4.875% Senior Notes due 2027
Ladies and Gentlemen:
We have acted as counsel to Toll Brothers, Inc., a Delaware corporation (the “Company”), and Toll Brothers Finance Corp., a Delaware corporation (the “Issuer”), in connection with the public offering and sale by the Issuer of $150,000,000 aggregate principal amount of 4.875% Senior Notes due 2027 (the “Senior Notes”) to be issued under the Indenture dated as of February 7, 2012 (the “Base Indenture”), by and among the Issuer, the Guarantors (as defined below) and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented by the authorizing resolutions dated March 10, 2017, in respect of the $300,000,000 aggregate principal amount of 4.875% Senior Notes due 2027 issued by the Issuer on such date (the “Prior Authorizing Resolution”) and June 12, 2017 (the “Authorizing Resolution” and, together with the Prior Authorizing Resolution and the Base Indenture, the “Indenture”). The Senior Notes will be on the date hereof guaranteed (the “Guarantees”) by the entities set forth on Schedule I hereto (collectively, the “Delaware Guarantors”), by the entities set forth on Schedule II hereto (collectively, the “New York Guarantors” and, together with the Delaware Guarantors, the “Covered Guarantors”) and by the entities set forth on Schedule III hereto (the “Other Guarantors” and, together with the Covered Guarantors, the “Guarantors”).
In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary or appropriate for the purposes of this opinion, including: (a) the Certificate of Incorporation of the Issuer and the Company, as amended; (b) theBy-laws of the Issuer and the Company, as amended; (c) the Omnibus Written Consent of (i) all of the members of the boards of directors of the corporations listed on Schedule I thereto and (ii) the person or persons authorized to act (whether directly, or indirectly through a Guarantor) with regard thereto on behalf of one or more of the entities listed on Schedule II thereto, in each case duly adopted by unanimous consent on March 6, 2017; the Written Consent adopted by unanimous consent of the board of directors of Toll MI VII Corp. on June 7, 2017; the Action Taken by Unanimous Written Consent of the Board of Directors of the Issuer, duly adopted on March 6, 2017; the Public Debt and Equity Securities Committee Charter of the Board of Directors of the Company, duly adopted on June 17, 2009; the resolutions of the Public Debt and Equity Securities Committee of the Company, duly adopted on March 6, 2017; the Action Taken by Unanimous Written Consent of a committee of the Board of Directors of the Company,
duly adopted on June 7, 2017; the Pricing Resolutions of the Board of Directors of the Issuer, duly adopted on June 7, 2017; and the Joint Action of the Persons Authorized to Act on Behalf of each of the Issuer, the Company and the Guarantors duly adopted on June 12, 2017, pursuant to which the Authorizing Resolutions were adopted; (d) the Registration Statement onForm S-3 (RegistrationNo. 333-202046) filed with the Securities and Exchange Commission (the “Commission”) on February 12, 2015, as amended by Post-Effective Amendment No. 1 thereto on October 27, 2015, by Post-Effective Amendment No. 2 thereto on March 7, 2017 and by Post-Effective Amendment No. 3 thereto on June 7, 2017 (the “Registration Statement”), for registration under the Securities Act of 1933, as amended (the “Securities Act”), of an unlimited aggregate amount of various securities of the Company, the Issuer or certain other subsidiaries of the Company, to be issued from time to time by the Company, the Issuer or such subsidiaries; (e) the related Prospectus dated February 12, 2015 (together with the documents incorporated therein by reference, the “Basic Prospectus”); (f) the Prospectus Supplement dated June 7, 2017, filed with the Commission pursuant to Rule 424(b) of the General Rules and Regulations under the Securities Act (together with the Basic Prospectus and the documents incorporated by reference therein, the “Prospectus”); (g) the Pricing Term Sheet dated June 7, 2017, filed with the Commission pursuant to Rule 433 of the General Rules and Regulations under the Securities Act; (h) the Underwriting Agreement dated June 7, 2017(the “Underwriting Agreement”), among the Issuer, the Company and Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Mizuho Securities USA LLC, SunTrust Robinson Humphrey, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters names therein; and (i) the Indenture (including the First through Fourteenth Supplemental Indentures thereof) and the forms of the Senior Notes and Guarantees.
As to various questions of fact material to this opinion, we have relied upon representations of officers or directors of the Issuer and the Company and documents furnished to us by the Issuer and the Company without independent verification of their accuracy. We have also assumed (a) with your consent and without independent investigation or verification, the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as duplicates or copies, (b) that the Indenture has been duly authorized, executed and delivered by, and represents a legal, valid and binding obligation of, the Trustee and (c) that the Guarantees have been duly authorized, executed and delivered by each of the Other Guarantors.
Based on the foregoing and subject to the qualifications set forth herein, we are of opinion that, when the Senior Notes are authenticated in accordance with the provisions of the Indenture and delivered and paid for, (i) the Senior Notes will constitute legal, valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms and entitled to the benefits of the Indenture (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally from time to time in effect and to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a
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proceeding in equity or at law) and (ii) the Guarantees will constitute legal, valid and binding obligations of the Guarantors entitled to the benefits of the Guarantees and enforceable against the Guarantors in accordance with their terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally from time to time in effect and to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law).
We are admitted to practice in the State of New York, and we 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.
We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. We also consent to the reference to our firm under the caption “Legal Matters” in the prospectus supplement forming a part of the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.
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| Very truly yours, |
| /s/ Cravath, Swaine & Moore LLP |
Toll Brothers, Inc.
250 Gibraltar Road
Horsham, Pennsylvania 19044
O
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Schedule I – Delaware Guarantors
| | |
| 134 Bay Street LLC | | Toll EB, LLC |
| Amwell Chase, Inc. | | Toll Equipment, L.L.C. |
| Ashford Land Company, L.P. | | Toll Golden Corp. |
| Component Systems I LLC | | Toll Granite Corp. |
| Component Systems II LLC | | Toll Hoboken LLC |
| ESE Consultants, Inc. | | Toll Holdings, Inc. |
| Fairway Valley, Inc. | | Toll Land Corp. No. 10 |
| First Brandywine Investment Corp. II | | Toll Land Corp. No. 20 |
| First Brandywine Investment Corp. IV | | Toll Land Corp. No. 43 |
| First Brandywine LLC I | | Toll Land Corp. No. 50 |
| First Brandywine LLC II | | Toll MA Holdings LLC |
| First Brandywine Partners, L.P. | | Toll MA Land II GP LLC |
| First Huntingdon Finance Corp. | | TollMid-Atlantic LP Company, Inc. |
| Franklin Farms G.P., Inc. | | TollMid-Atlantic Note Company, Inc. |
| Hoboken Land I LLC | | Toll Midwest LLC |
| Hockessin Chase, L.P. | | Toll Midwest Note Company, Inc. |
| Liseter, LLC | | Toll Morgan Street LLC |
| MA Limited Land Corporation | | TollNJX-I Corp. |
| Morgan Street JV LLC | | Toll Northeast LP Company, Inc. |
| Plum Canyon Master LLC | | Toll Northeast Note Company, Inc. |
| PRD Investors, Inc. | | Toll Northeast Services, Inc. |
| PRD Investors, LLC | | Toll Palmetto Corp. |
| Rancho Costera LLC | | Toll Realty Holdings Corp. I |
| Shapell Hold Properties No. 1, LLC | | Toll Realty Holdings Corp. II |
| Shapell Homes, Inc. | | Toll Realty Holdings LP |
| Shapell Industries, Inc. | | Toll Southeast LP Company, Inc. |
| Shapell Land Company, LLC | | Toll Southeast Note Company, Inc. |
| TB Kent Partners LLC | | Toll Southwest LLC |
| TB Proprietary Corp. | | Toll Southwest Note Company, Inc. |
| Tenby Hunt, Inc. | | Toll TX GP Corp. |
| Toll Architecture I, P.A. | | Toll VA GP Corp. |
| Toll Architecture, Inc. | | Toll VA L.L.C. |
| Toll AZ GP Corp. | | Toll VA Member Two, Inc. |
| Toll Bros., Inc. | | Toll West Coast LLC |
| Toll Brothers Canada USA, Inc. | | Toll WestCoast Note Company, Inc. |
| Toll Brothers, Inc. | | Upper K Investors, Inc. |
| Toll Buckeye Corp. | | Upper K Investors, LLC |
| Toll CA Holdings, Inc. | | Upper K-Shapell, LLC |
| Toll Centennial Corp. | | Byers Commercial LLC |
| Toll Corners LLC | | Toll West Coast II LLC |
| Toll Corp. | | Toll Southwest II LLC |
| Toll DE II LP | | |
| Toll DE LP | | |
| Toll Diamond Corp. | | |
Schedule II – New York Guarantors
| | | | |
| | 110-112 Third Ave. Realty Corp. | | |
| | 353-357 Broadway LLC | | |
| | 353-357 Broadway Member LLC | | |
| | 89 Park Avenue LLC | | |
| | Toll at Whippoorwill, L.P. | | |
| | Toll Brooklyn L.P. | | |
| | Toll Land V Limited Partnership | | |
| | Toll Land VI Limited Partnership | | |
| | Toll Land VII LLC | | |
| | Toll Lexington LLC | | |
| | Toll NY II LLC | | |
| | Toll NY III L.P. | | |
| | Toll NY IV L.P. Toll NY V L.P. | | |
| | Toll NY L.P. | | |
| | Toll Peppertree, Inc. | | |
| | Toll Van Wyck, LLC | | |
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Schedule III – Other Guarantors
| | |
| Toll Bros. of Arizona, Inc. | | Toll GA GP Corp. |
| Toll Brothers AZ Construction Company | | Toll GA LP |
| Toll Brothers AZ Limited Partnership | | Toll ID I LLC |
| Toll Prasada LLC | | Toll IL GP Corp. |
| Toll CO GP Corp. | | Toll IL HWCC, L.P. |
| Toll CO I LLC | | Toll IL II, L.P. |
| Toll CO II, L.P. | | Toll IL III, L.P. |
| Toll CO III, L.P. | | Toll IL IV, L.P. |
| Toll CO, L.P. | | Toll IL WSB, L.P. |
| Southport Landing Limited Partnership | | Toll IL, L.P. |
| Toll CT II Limited Partnership | | Toll IN LLC |
| Toll CT III Limited Partnership | | Long Meadows TBI, LLC |
| Toll CT IV Limited Partnership | | Toll MD AF Limited Partnership |
| Toll CT Limited Partnership | | Toll MD Builder Corp. |
| Toll Glastonbury LLC | | Toll MD Builder I, L.P. |
| Toll Land XVIII Limited Partnership | | Toll MD I, L.L.C. |
| Binks Estates Limited Partnership | | Toll MD II Limited Partnership |
| Frenchman’s Reserve Realty, LLC | | Toll MD II LLC |
| Jacksonville TBI Realty LLC | | Toll MD III Limited Partnership |
| Mizner Realty, L.L.C. | | Toll MD III LLC |
| Naples TBI Realty, LLC | | Toll MD IV Limited Partnership |
| Orlando TBI Realty LLC | | Toll MD IV LLC |
| Tampa TBI Realty LLC | | Toll MD IX Limited Partnership |
| TBI/Palm Beach Limited Partnership | | Toll MD Limited Partnership |
| Toll Estero Limited Partnership | | Toll MD V Limited Partnership |
| Toll FL GP Corp. | | Toll MD VI Limited Partnership |
| Toll FL I, LLC | | Toll MD VII Limited Partnership |
| Toll FL II Limited Partnership | | Toll MD VIII Limited Partnership |
| Toll FL III Limited Partnership | | Toll MD X Limited Partnership |
| Toll FL IV Limited Partnership | | Toll MD XI Limited Partnership |
| Toll FL IV LLC | | CC Estates Limited Partnership |
| Toll FL Limited Partnership | | The Bird Estate Limited Partnership |
| Toll FL V Limited Partnership | | Toll MA I LLC |
| Toll FL V LLC | | Toll MA II LLC |
| Toll FL VI Limited Partnership | | Toll MA III LLC |
| Toll FL VII Limited Partnership | | Toll MA IV LLC |
| Toll FL VIII Limited Partnership | | Toll MA Development LLC |
| Toll FL X Limited Partnership | | Toll MA Land Limited Partnership |
| Toll FL XII Limited Partnership | | Toll MA Management LLC |
| Toll FL XIII Limited Partnership | | Toll MA Land III Limited Partnership |
| Toll Ft. Myers Limited Partnership | | Arbor Hills Development LLC |
| Toll Jacksonville Limited Partnership | | HQZ Acquisitions, Inc. |
| Toll Jupiter LLC | | SH Homes Corporation |
| Toll Orlando Limited Partnership | | SI Investment Corporation |
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| | |
| Silverman-Toll Limited Partnership | | Toll Hudson LP |
| The Silverman Building Companies, Inc. | | Toll Land IV Limited Partnership |
| Toll Development Company, Inc. | | Toll Land XI Limited Partnership |
| Toll MI GP Corp. | | Toll Land XVI Limited Partnership |
| Toll MI VII Corp. | | Toll Land XXV Limited Partnership |
| Toll MI II Limited Partnership | | Toll NJ Builder I, L.P. |
| Toll MI III Limited Partnership | | Toll NJ I, L.L.C. |
| Toll MI IV Limited Partnership | | Toll NJ II, L.L.C. |
| Toll MI Limited Partnership | | Toll NJ II, L.P. |
| Toll MI V Limited Partnership | | Toll NJ III, L.P. |
| Toll MI VI Limited Partnership | | Toll NJ III, LLC |
| Toll MN GP Corp. | | Toll NJ IV, L.P. |
| Toll MN II, L.P. | | Toll NJ V, L.P. |
| Toll MN, L.P. | | Toll NJ VI, L.P. |
| Coleman-Toll Limited Partnership | | Toll NJ VII, L.P. |
| Toll Henderson LLC | | Toll NJ VIII, L.P. |
| Toll North LV LLC | | Toll NJ XI, L.P. |
| Toll North Reno LLC | | Toll NJ XII LP |
| Toll NV GP Corp. | | Toll NJ, L.P. |
| Toll NV GP I LLC | | 1451 Hudson LLC |
| Toll NV Holdings LLC | | Toll NJ IV LLC |
| Toll NV Limited Partnership | | Brier Creek Country Club I LLC |
| Toll South LV LLC | | Brier Creek Country Club II LLC |
| Toll South Reno LLC | | NC Country Club Estates Limited Partnership |
| Toll SW Holding I Corp. | | Toll at Brier Creek Limited Partnership |
| Toll SW Holding LLC | | Toll Bros. of North Carolina II, Inc. |
| Toll NH GP Corp. | | Toll Bros. of North Carolina III, Inc. |
| 126-142 Morgan Street Urban Renewal LLC | | Toll Bros. of North Carolina, Inc. |
| 1400 Hudson LLC | | Toll NC GP Corp. |
| 1450 Washington LLC | | Toll NC I LLC |
| 1500 Garden St. LLC | | Toll NC II LP |
| 700 Grove Street Urban Renewal LLC | | Toll NC III LP |
| Block 255 LLC | | Toll NC IV LLC |
| Block 268 LLC | | Toll NC Note II LLC |
| CWG Construction Company LLC | | Toll NC Note LLC |
| Estates at Princeton Junction, L.P. | | Toll NC, L.P. |
| Hoboken Cove LLC | | Toll OH GP Corp. |
| Hoboken Land LP | | Audubon Ridge, L.P. |
| Laurel Creek, L.P. | | Broad Run Associates, L.P. |
| PT Maxwell Holdings, LLC | | Cold Spring Hunt, L.P. |
| PT Maxwell, L.L.C. | | Goshen Road Land Company LLC |
| Regency at Denville LLC | | Greens at Waynesborough, L.P. |
| Enclave at Long Valley I LLC | | Hatboro Road Associates LLC |
| Enclave at Long Valley II LLC | | Liseter Land Company LLC |
| Regency at Washington I LLC | | Springton Pointe, L.P. |
| Regency at Washington II LLC | | Stone Mill Estates, L.P. |
| Toll at Westlake, L.P. | | Swedesford Chase, L.P. |
| Toll Grove LP | | Toll Bros., Inc. |
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| | |
| Toll Brothers Real Estate, Inc. | | Toll Houston Land LLC |
| Toll Land Corp. No. 6 | | Toll Houston TX LLC |
| Toll Naval Associates | | Toll San Antonio TX LLC |
| Toll PA Builder Corp. | | Toll TX Note LLC |
| Toll PA Development LP | | Belmont Country Club I LLC |
| Toll PA GP Corp. | | Belmont Country Club II LLC |
| Toll PA Management LP | | Belmont Land, L.P. |
| Toll PA II GP Corp. | | Dominion Country Club, L.P. |
| Toll PA II, L.P. | | Dominion Valley Country Club I LLC |
| Toll PA III GP Corp. | | Dominion Valley Country Club II LLC |
| Toll PA III, L.P. | | Fairfax Investment, L.P. |
| Toll PA IV, L.P. | | Loudoun Valley Associates, L.P. |
| Toll PA IX, L.P. | | Martinsburg Ventures, L.L.C. |
| Toll PA V, L.P. | | Regency at Dominion Valley LLC |
| Toll PA VI, L.P. | | South Riding Amberlea LP |
| Toll PA VIII, L.P. | | South Riding Partners Amberlea LP |
| Toll PA X, L.P. | | South Riding Partners, L.P. |
| Toll PA XI, L.P. | | South Riding Realty LLC |
| Toll PA XII, L.P. | | South Riding, L.P. |
| Toll PA XIII, L.P. | | SR Amberlea LLC |
| Toll PA XIV, L.P. | | SRLP II LLC |
| Toll PA XV, L.P. | | The Regency Golf Club I LLC |
| Toll PA XVI, L.P. | | The Regency Golf Club II LLC |
| Toll PA XVII, L.P. | | Toll Cedar Hunt LLC |
| Toll PA XVIII, L.P. | | Toll Land IX Limited Partnership |
| Toll PA XIX, L.P. | | Toll Land X Limited Partnership |
| Toll PA, L.P. | | Toll Land XV Limited Partnership |
| Village Partners, L.P. | | Toll Land XXI Limited Partnership |
| Byers Commercial LP | | Toll Stratford LLC |
| Toll PA Twin Lakes LLC | | Toll VA II, L.P. |
| Toll RI GP Corp. | | Toll VA III, L.L.C. |
| Toll RI II, L.P. | | Toll VA III, L.P. |
| Toll RI, L.P. | | Toll VA IV, L.P. |
| Toll Vanderbilt II LLC | | Toll VA V, L.P. |
| Vanderbilt Capital, LLC | | Toll VA VI, L.P. |
| Toll SC GP Corp. | | Toll VA VII, L.P. |
| Toll SC II, L.P. | | Toll VA VIII, L.P. |
| Toll SC III, L.P. | | Toll VA, L.P. |
| Toll SC IV, L.P. | | Virginia Construction Co. I, LLC |
| Toll SC, L.P. | | Virginia Construction Co. II, LLC |
| Toll TN GP Corp. | | Toll WA GP Corp. |
| Toll Austin TX LLC | | Toll WA LP |
| Toll Austin TX II LLC | | Toll WV GP Corp. |
| Toll Austin TX III LLC | | Toll WV LP |
| Toll BBC II LLC | | Arbors Porter Ranch, LLC |
| Toll BBC LLC | | Placentia Development Company, LLC |
| Toll Bros., Inc. | | Porter Ranch Development Co. |
| Toll Dallas TX LLC | | Sorrento at Dublin Ranch I LP |
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| Sorrento at Dublin Ranch III LP |
| Toll CA GP Corp. |
| Toll CA I LLC |
Toll CA II, L.P. Toll CA III LLC |
| Toll CA III, L.P. |
| Toll CA IV, L.P. |
| Toll CA IX, L.P. |
| Toll CA Note II LLC |
| Toll CA V, L.P. |
| Toll CA VI, L.P. |
| Toll CA VII, L.P. |
| Toll CA VIII, L.P. |
| Toll CA X, L.P. |
| Toll CA XI, L.P. |
| Toll CA XII, L.P. |
Toll CA XIX, L.P. Toll CA XX, L.P. |
| Toll CA, L.P. |
| Toll Land XIX Limited Partnership |
| Toll Land XX Limited Partnership |
| Toll Land XXII Limited Partnership |
| Toll Land XXIII Limited Partnership |
| Toll Stonebrae LP |
| Toll YL II, L.P. |
| Toll YL, Inc. |
| Toll-Dublin, L.P. |
| Toll-Dublin, LLC |
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