KB Home
June 9, 2021
Page 2
We have also acted as special counsel to (a) KB HOME Sacramento Inc., KB HOME South Bay Inc., KB HOME Coastal Inc. and KB HOME Greater Los Angeles Inc., each a California corporation, (b) KB HOME Fort Myers LLC, KB HOME Treasure Coast LLC, KB HOME Jacksonville LLC, and KB HOME Florida LLC, each a Delaware limited liability company, (c) KB HOME Las Vegas Inc. and KB HOME Reno Inc., each a Nevada corporation, (d) KB HOME Lone Star Inc. and KBSA, Inc., each a Texas corporation, (e) KB HOME Phoenix Inc., an Arizona corporation, and (f) KB HOME Colorado Inc., a Colorado corporation (collectively, the “Guarantors”), in connection with the registration under the Registration Statement of the offer and sale by the Guarantors of their guarantees (the “Guarantees”) of the Notes.
The Notes and the Guarantees will be issued pursuant to the Indenture, dated as of January 28, 2004, as amended and supplemented on January 28, 2004, June 30, 2004, May 1, 2006, November 9, 2006, August 17, 2007, January 30, 2012, January 11, 2013, March 12, 2013, February 28, 2014 and January 22, 2019 (the “Indenture”), among the Company, the guarantors party thereto and U.S. Bank National Association (successor in interest to SunTrust Bank), as Trustee (the “Trustee”), and the Officers’ Certificate and Guarantors’ Officers’ Certificate dated June 9, 2021 establishing the form and terms of the Notes (the “Officers’ Certificate”).
This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-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 related prospectus or prospectus supplements or otherwise, other than as expressly stated herein with respect to the issuance of the Notes and Guarantees.
In rendering the opinion expressed below, we have examined originals or copies, certified or otherwise, of such instruments, corporate records, certificates of public officials and other persons, and other documents as we have deemed necessary or advisable for purposes of this opinion. As to certain factual matters, we have relied on and assumed the accuracy of, without independent verification, written and oral statements and representations of officers and other representatives of the Company, the Guarantors and others. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as copies, the accuracy of all information contained in all documents reviewed by us, and the legal capacity of each natural person signing any document reviewed by us to so sign. We have also assumed the due authorization, execution and delivery of the Indenture by, and the enforceability of the Indenture against, the Trustee, and the due authentication of the Notes by the Trustee in the manner provided in the Indenture.