Exhibit 5.4
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| | | | Clark Hill 720 Brazos Street, Suite 700 Austin, TX 78701 T 512.499.3600 F 512.499.3660 |
June 9, 2021
KB Home
10990 Wilshire Boulevard
Los Angeles, CA 90024
| Re: | KB Home 4.00% Senior Notes due 2031 |
Ladies and Gentlemen:
We have acted as special Texas counsel at the request of KB Home, a Delaware corporation (the “Company”), on behalf of KB HOME Lone Star Inc., a Texas corporation (“KBHLS”), and KBSA, Inc., a Texas corporation (“KBSA”) (KBHLS and KBSA collectively, the “Texas Guarantors”), in connection with the Company’s offer and sale of $390,000,000 in aggregate principal amount of the Company’s 4.00% Senior Notes due 2031 (the “Notes”), the offer and sale of which are registered on the Company’s Registration Statement on Form S-3ASR (File No. 333-239778), as amended (the “Registration Statement”). The offering is being made pursuant to the Underwriting Agreement dated May 25, 2021 (the “Underwriting Agreement”), by and among (i) the Company, (ii) the guarantors named therein (the “Guarantors”) and (iii) BofA Securities, Inc., as the representative of the several underwriters named in Schedule B thereto. The Notes are to be issued pursuant to an Indenture dated as of January 28, 2004 (the “Base Indenture”), as amended and supplemented by a First Supplemental Indenture dated as of January 28, 2004 (the “First Supplemental Indenture”), a Second Supplemental Indenture dated as of June 30, 2004 (the “Second Supplemental Indenture”), a Third Supplemental Indenture dated as of May 1, 2006 (the “Third Supplemental Indenture”), a Fourth Supplemental Indenture dated as of November 9, 2006 (the “Fourth Supplemental Indenture”), a Fifth Supplemental Indenture dated as of August 17, 2007 (the “Fifth Supplemental Indenture”), a Sixth Supplemental Indenture dated as of January 30, 2012 (the “Sixth Supplemental Indenture”), a Seventh Supplemental Indenture dated as of January 11, 2013 (the “Seventh Supplemental Indenture”), an Eighth Supplemental Indenture dated as of March 12, 2013 (the “Eighth Supplemental Indenture”), a Ninth Supplemental Indenture dated February 28, 2014 (the “Ninth Supplemental Indenture”), and a Tenth Supplemental Indenture dated January 22, 2019 (the “Tenth Supplemental Indenture”) (the Base Indenture, as amended and supplemented by the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth Supplemental Indenture, the Sixth Supplemental Indenture, the Seventh Supplemental Indenture, the Eighth Supplemental Indenture, the Ninth Supplemental Indenture and the Tenth Supplemental Indenture, is hereinafter called the “Indenture”), each among the Company, the guarantors party thereto and U.S. Bank National Association (successor in interest to SunTrust Bank), as trustee, and the Officers’ Certificate and Guarantors’ Officers’ Certificate dated June 9, 2021, establishing the form and terms of the Notes (the “Officers’ Certificate”). The Notes will be guaranteed by the Texas Guarantors pursuant to the Indenture.