Exhibit 5.2
May 5, 2020
D.R. Horton, Inc.
1341 Horton Circle
Arlington, TX 76011
| Re: | D.R. Horton, Inc. Public Offering of $500,000,000 Principal Amount of its 2.600% Senior Notes due 2025 |
Registration Statement on FormS-3 (FileNo. 333-226644)
Ladies and Gentlemen:
We have acted as counsel to D.R. Horton, Inc., a Delaware corporation (the “Company”), and certain of its subsidiaries and affiliates listed on Annex A hereto (the “Guarantors”) in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on FormS-3, file no.333-226644 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”), the prospectus included therein, the prospectus supplement, dated May 1, 2020, filed with the Commission on May 4, 2020 pursuant to Rule 424(b) of the Securities Act (the “Prospectus Supplement”), and the offering by the Company pursuant thereto of $500,000,000 principal amount of the Company’s 2.600% Senior Notes due 2025 (the “Notes”).
The Notes will be issued pursuant to the Indenture, dated as of October 10, 2019 (the “Base Indenture”), between the Company and Branch Banking and Trust Company, as trustee (the “Trustee”), as modified in respect of the Notes by the Second Supplemental Indenture, to be dated as of May 5, 2020 (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture”) among the Company, the Guarantors and the Trustee, and are guaranteed pursuant to the terms of the Indenture and the notation endorsed on the Notes by the Guarantors (the “Guarantees”). The Notes have been offered pursuant to an Underwriting Agreement dated as of May 1, 2020 (the “Underwriting Agreement”) among the Company, the Guarantors and the Underwriters named therein (the “Underwriters”).
In arriving at the opinions expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals, of the Base Indenture, the Supplemental Indenture, the Notes and the Guarantees (collectively, the “Note Documents”) and such other documents, corporate records, certificates of officers of the Company, the Guarantors and of public officials and other instruments as we have deemed necessary or advisable to enable us to render these opinions. In our examination, we have assumed, without independent investigation, the genuineness of
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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 original documents of all documents submitted to us as copies. To the extent that our opinions may be dependent upon such matters, we have assumed, without independent investigation, that each of the Guarantors identified on Annex A that is not a Specified Guarantor is validly existing under the laws of its jurisdiction of incorporation, has all requisite corporate or other entity power to execute, deliver and perform its obligations under the Note Documents to which it is a party; that the execution and delivery of such documents by each such party and the performance of its obligations thereunder have been duly authorized by all necessary corporate or other action and do not violate any law, regulation, order, judgment or decree applicable to each such party; and that such documents have been duly executed and delivered by each such party. As to any facts material to these opinions, we have relied to the extent we deemed appropriate and without independent investigation upon statements and representations of officers and other representatives of the Company and the Guarantors and on certificates and representations obtained from public officials and others.
Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that the Notes, when authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters in accordance with the terms of the Underwriting Agreement, will be legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, and when the Notes with the Guarantees endorsed thereon have been duly authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters in accordance with the terms of the Underwriting Agreement, the Guarantees of the Notes will be legal, valid and binding obligations of the Guarantors obligated thereon, enforceable against such Guarantors in accordance with their respective terms.
The opinions expressed above are subject to the following additional exceptions, qualifications, limitations and assumptions:
A. We render no opinion herein as to matters involving the laws of any jurisdiction other than the State of New York and, to the extent relevant for our opinions herein, the laws of the States of California and Texas and the Delaware General Corporation Law and the Delaware Limited Liability Company Act. This opinion is limited to the effect of the current state of the laws of the States of New York, California and Texas and the Delaware General Corporation Law and the Delaware Limited Liability Company Act and the facts as they currently exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such laws or the interpretations thereof or such facts.
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B. The opinions above are each subject to (i) the effect of any bankruptcy, insolvency, reorganization, moratorium, arrangement or similar laws affecting the rights and remedies of creditors generally, including without limitation the effect of statutory or other laws regarding fraudulent transfers or preferential transfers, (ii) general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance, injunctive relief or other equitable remedies regardless of whether enforceability is considered in a proceeding in equity or at law and (iii) the provisions of: (1) Article Eight of the Certificate of Incorporation of CH Investments of Texas, Inc.; (2) Article Eight of the Certificate of Incorporation of CHTEX of Texas, Inc.; (3) Paragraph Eight of the Certificate of Incorporation of D.R. Horton, Inc. -Chicago (excluding the first three sentences thereof); and (4) Article Ten of the Certificate of Incorporation of Western Pacific Housing, Inc.
C. We express no opinion regarding the effectiveness of (i) any waiver of stay, extension or usury laws or of unknown future rights, (ii) provisions relating to indemnification, exculpation or contribution, to the extent such provisions may be held unenforceable as contrary to public policy or federal or state securities laws, or (iii) any purported fraudulent transfer “savings” clause.
We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the caption “Legal Matters” in the Registration Statement and the Prospectus Supplement. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Gibson, Dunn & Crutcher LLP
ANNEX A
Guarantors
Name | Form of Entity | Jurisdiction of Formation | Specified Guarantor | |||
| C. Richard Dobson Builders, Inc. | Corporation | Virginia | No | |||
| CH Investments of Texas, Inc. (f/k/a CH Investments of Texas II, Inc.) | Corporation | Delaware | Yes | |||
| CHI Construction Company | Corporation | Arizona | No | |||
| CHTEX of Texas, Inc. | Corporation | Delaware | Yes | |||
| Continental Homes, Inc. | Corporation | Delaware | Yes | |||
| Continental Homes of Texas, L.P. | Limited Partnership | Texas | Yes | |||
| Continental Residential, Inc. (f/k/a L&W Investments, Inc.) | Corporation | California | Yes | |||
| D.R. Horton - CHAustin, LLC (f/k/a DRH Regrem XXXII, LLC) | Limited Liability Company | Delaware | Yes | |||
| D.R. Horton - Colorado, LLC (f/k/a DRH Regrem XXXV, LLC) | Limited Liability Company | Delaware | Yes | |||
| D.R. Horton - Crown, LLC (f/k/a DRH Regrem XXVII, LLC) | Limited Liability Company | Delaware | Yes |
Name | Form of Entity | Jurisdiction of Formation | Specified Guarantor | |||
| D.R. Horton - Emerald, Ltd. (f/k/a DRH Regrem VI, LP) | Limited Partnership | Texas | Yes | |||
| D.R. Horton - Georgia, LLC (f/k/a DRH Regrem XXX, LLC) | Limited Liability Company | Delaware | Yes | |||
| D.R. Horton - Highland, LLC (f/k/a DRH Regrem XXXIX, LLC) | Limited Liability Company | Delaware | Yes | |||
| D.R. Horton - Indiana, LLC (f/k/a DRH Regrem XXXVI, LLC) | Limited Liability Company | Delaware | Yes | |||
| D.R. Horton - Iowa, LLC (f/k/a DRH Regrem XXXVIII, LLC) | Limited Liability Company | Delaware | Yes | |||
| D.R. Horton - Permian, LLC (f/k/a DRH Regrem XXXIII, LLC) | Limited Liability Company | Delaware | Yes | |||
| D.R. Horton - Regent, LLC (f/k/a DRH Regrem XXVI, LLC) | Limited Liability Company | Delaware | Yes | |||
| D.R. Horton - Terramor, LLC (f/k/a DRH Regrem XL, LLC) | Limited Liability Company | Delaware | Yes | |||
| D.R. Horton - Texas, Ltd. | Limited Partnership | Texas | Yes |
Name | Form of Entity | Jurisdiction of Formation | Specified Guarantor | |||
| D.R. Horton - WPH, LLC (f/k/a (i) D.R. Horton - Atlanta, LLC and (ii) DRH Regrem XXIX, LLC) | Limited Liability Company | Delaware | Yes | |||
| D.R. Horton, Inc. - Birmingham | Corporation | Alabama | No | |||
| D.R. Horton, Inc. -Chicago | Corporation | Delaware | Yes | |||
| D.R. Horton, Inc. - Dietz-Crane (f/k/a DRH Regrem I, Inc.) | Corporation | Delaware | Yes | |||
| D.R. Horton, Inc. - Greensboro | Corporation | Delaware | Yes | |||
| D.R. Horton, Inc. - Gulf Coast (f/k/a DRH Regrem V, Inc.) | Corporation | Delaware | Yes | |||
| D.R. Horton, Inc. - Huntsville (f/k/a DRH Regrem XIII, Inc.) | Corporation | Delaware | Yes | |||
| D.R. Horton, Inc. - Jacksonville (f/k/a D.R. Horton, Inc. - San Diego) | Corporation | Delaware | Yes | |||
| D.R. Horton, Inc. - Louisville (f/k/a D.R. Horton, Inc. - Albuquerque) | Corporation | Delaware | Yes | |||
| D.R. Horton, Inc. - Midwest (f/k/a (i) DRH Cambridge Homes, Inc. and (ii) D.R. Horton Sacramento Management Company, Inc.) | Corporation | California | Yes |
Name | Form of Entity | Jurisdiction of Formation | Specified Guarantor | |||
| D.R. Horton, Inc. - Minnesota | Corporation | Delaware | Yes | |||
| D.R. Horton, Inc. - New Jersey | Corporation | Delaware | Yes | |||
| D.R. Horton, Inc. - Portland | Corporation | Delaware | Yes | |||
| D.R. Horton, Inc. - Torrey | Corporation | Delaware | Yes | |||
| D.R. Horton BAY, Inc. (f/k/a (i) D.R. Horton OCI, Inc., (ii) D.R. Horton Orange County, Inc. and (iii) DRH Regrem IX, Inc.) | Corporation | Delaware | Yes | |||
| D.R. Horton CA2, Inc. (f/k/a D.R. Horton, Inc. - Sacramento) | Corporation | California | Yes | |||
| D.R. Horton CA3, Inc. (f/k/a (i) DRH Regrem IV, Inc. and (ii) D.R. Horton, Inc. - Fresno) | Corporation | Delaware | Yes | |||
| D.R. Horton CA4, LLC (f/k/a DRH Regrem XXXI, LLC) | Limited Liability Company | Delaware | Yes | |||
| D.R. Horton Cruces Construction, Inc. (f/k/a DRH Regrem XI, Inc.) | Corporation | Delaware | Yes | |||
| D.R. Horton Hawaii LLC (f/k/a D.R. Horton - Schuler Homes, LLC) | Limited Liability Company | Delaware | Yes |
Name | Form of Entity | Jurisdiction of Formation | Specified Guarantor | |||
| D.R. Horton LA North, Inc. (f/k/a DRH Regrem X, Inc.) | Corporation | Delaware | Yes | |||
| D.R. Horton Los Angeles Holding Company, Inc. | Corporation | California | Yes | |||
| D. R. Horton Management Company, Ltd. (f/k/a Meadows Management Company, Ltd.) | Limited Partnership | Texas | Yes | |||
| D.R. Horton Materials, Inc. (f/k/a DRH Regrem III, Inc.) | Corporation | Delaware | Yes | |||
| D.R. Horton Serenity Construction, LLC (f/k/a DRH Regrem VIII, LLC) | Limited Liability Company | Delaware | Yes | |||
| D.R. Horton VEN, Inc. (f/k/a (i) D.R. Horton LAV, Inc. and (ii) D.R. Horton San Diego Holding Company, Inc.) | Corporation | California | Yes | |||
| DRH - HWY 114, LLC (f/k/a DRH Regrem XLI, LLC) | Limited Liability Company | Delaware | Yes | |||
| DRH Cambridge Homes, LLC | Limited Liability Company | Delaware | Yes | |||
| DRH Construction, Inc. | Corporation | Delaware | Yes | |||
| DRH Regrem VII, LP | Limited Partnership | Texas | Yes |
Name | Form of Entity | Jurisdiction of Formation | Specified Guarantor | |||
| DRH Regrem XII, LP | Limited Partnership | Texas | Yes | |||
| DRH Regrem XIV, Inc. | Corporation | Delaware | Yes | |||
| DRH Regrem XV, Inc. | Corporation | Delaware | Yes | |||
| DRH Regrem XVI, Inc. | Corporation | Delaware | Yes | |||
| DRH Regrem XVII, Inc. | Corporation | Delaware | Yes | |||
| DRH Regrem XVIII, Inc. | Corporation | Delaware | Yes | |||
| DRH Regrem XIX, Inc. | Corporation | Delaware | Yes | |||
| DRH Regrem XX, Inc. | Corporation | Delaware | Yes | |||
| DRH Regrem XXI, Inc. | Corporation | Delaware | Yes | |||
| DRH Regrem XXII, Inc. | Corporation | Delaware | Yes | |||
| DRH Regrem XXIII, Inc. | Corporation | Delaware | Yes | |||
| DRH Regrem XXIV, Inc. | Corporation | Delaware | Yes | |||
| DRH Regrem XXV, Inc. (f/k/a (i) D.R. Horton VEN, Inc., (ii) D.R. Horton, Inc. - Los Angeles and (iii) D.R. Horton, Inc. -Chicago) | Corporation | Delaware | Yes | |||
| DRH Regrem XLII, LLC | Limited Liability Company | Delaware | Yes | |||
| DRH Regrem XLIII, LLC | Limited Liability Company | Delaware | Yes | |||
| DRH Regrem XLIV, LLC | Limited Liability Company | Delaware | Yes | |||
| DRH Regrem XLV, LLC | Limited Liability Company | Delaware | Yes |
Name | Form of Entity | Jurisdiction of Formation | Specified Guarantor | |||
| DRH Regrem XLVI, LLC | Limited Liability Company | Delaware | Yes | |||
| DRH Regrem XLVII, LLC | Limited Liability Company | Delaware | Yes | |||
| DRH Regrem XLVIII, LLC | Limited Liability Company | Delaware | Yes | |||
| DRH Regrem XLIX, LLC | Limited Liability Company | Delaware | Yes | |||
| DRH Regrem L, LLC | Limited Liability Company | Delaware | Yes | |||
| DRH Regrem LI, LLC | Limited Liability Company | Delaware | Yes | |||
| DRH Regrem LII, LLC | Limited Liability Company | Delaware | Yes | |||
| DRH Regrem LIII, LLC | Limited Liability Company | Delaware | Yes | |||
| DRH Regrem LIV, LLC | Limited Liability Company | Delaware | Yes | |||
| DRH Regrem LV, LLC | Limited Liability Company | Delaware | Yes | |||
| DRH Southwest Construction, Inc. (f/k/aDRH Land Company, Inc.) | Corporation | California | Yes | |||
| DRH Tucson Construction, Inc. (f/k/aDRH - California, Inc.) | Corporation | Delaware | Yes | |||
| HPH Homebuilders 2000 L.P. | Limited Partnership | California | Yes | |||
| KDB Homes, Inc. | Corporation | Delaware | Yes | |||
| Lexington Homes - DRH, LLC (f/k/a DRH Regrem XXXIV, LLC) | Limited Liability Company | Delaware | Yes | |||
| Meadows I, Ltd. | Corporation | Delaware | Yes |
Name | Form of Entity | Jurisdiction of Formation | Specified Guarantor | |||
| Meadows II, Ltd. | Corporation | Delaware | Yes | |||
| Meadows VIII, Ltd. | Corporation | Delaware | Yes | |||
| Meadows IX, Inc. | Corporation | New Jersey | No | |||
| Meadows X, Inc. | Corporation | New Jersey | No | |||
| Melody Homes, Inc. | Corporation | Delaware | Yes | |||
| Pacific Ridge - DRH, LLC (f/k/a (i) D.R. Horton - Seattle North, LLC and (ii) DRH Regrem XXVIII, LLC) | Limited Liability Company | Delaware | Yes | |||
| Schuler Homes of Arizona LLC | Limited Liability Company | Delaware | Yes | |||
| Schuler Homes of California, Inc. | Corporation | California | Yes | |||
| Schuler Homes of Oregon, Inc. | Corporation | Oregon | No | |||
| Schuler Homes of Washington, Inc. | Corporation | Washington | No | |||
| SGS Communities at Grande Quay L.L.C. | Limited Liability Company | New Jersey | No | |||
| SHA Construction LLC | Limited Liability Company | Delaware | Yes | |||
| SHLR of California, Inc. | Corporation | California | Yes | |||
| SHLR of Nevada, Inc. | Corporation | Nevada | No | |||
| SHLR of Washington, Inc. | Corporation | Washington | No | |||
| SRHI LLC | Limited Liability Company | Delaware | Yes | |||
| SSHI LLC | Limited Liability Company | Delaware | Yes |
Name | Form of Entity | Jurisdiction of Formation | Specified Guarantor | |||
| Vertical Construction Corporation (f/k/a Lokelani Construction Corporation) | Corporation | Delaware | Yes | |||
| Walker Drive, LLC (f/k/aDRH Regrem XXXVII, LLC) | Limited Liability Company | Delaware | Yes | |||
| Western Pacific Housing-Antigua, LLC (f/k/a Western Pacific Housing - Eastlake, LLC) | Limited Liability Company | Delaware | Yes | |||
| Western Pacific Housing-Broadway, LLC | Limited Liability Company | Delaware | Yes | |||
| Western Pacific Housing-Canyon Park, LLC | Limited Liability Company | Delaware | Yes | |||
| Western Pacific Housing-Carrillo, LLC | Limited Liability Company | Delaware | Yes | |||
| Western Pacific Housing-Communications Hill, LLC | Limited Liability Company | Delaware | Yes | |||
| Western Pacific Housing-Copper Canyon, LLC (f/k/a Agoura II, LLC) | Limited Liability Company | Delaware | Yes | |||
| Western Pacific Housing-Creekside, LLC | Limited Liability Company | Delaware | Yes | |||
| Western Pacific Housing-Lomas Verdes, LLC | Limited Liability Company | Delaware | Yes |
Name | Form of Entity | Jurisdiction of Formation | Specified Guarantor | |||
| Western Pacific Housing-McGonigle Canyon, LLC (f/k/a Western Pacific Housing-Carlsbad II, LLC) | Limited Liability Company | Delaware | Yes | |||
| Western Pacific Housing - Mountaingate, L.P. | Limited Partnership | California | Yes | |||
| Western Pacific Housing-Norco Estates, LLC | Limited Liability Company | Delaware | Yes | |||
| Western Pacific Housing-Pacific Park II, LLC | Limited Liability Company | Delaware | Yes | |||
| Western Pacific Housing-Park Avenue East, LLC | Limited Liability Company | Delaware | Yes | |||
| Western Pacific Housing-Park Avenue West, LLC | Limited Liability Company | Delaware | Yes | |||
| Western Pacific Housing-Playa Vista, LLC | Limited Liability Company | Delaware | Yes | |||
| Western Pacific Housing-River Ridge, LLC | Limited Liability Company | Delaware | Yes | |||
| Western Pacific Housing-Terra Bay Duets, LLC | Limited Liability Company | Delaware | Yes | |||
| Western Pacific Housing-Torrey Meadows, LLC | Limited Liability Company | Delaware | Yes | |||
| Western Pacific Housing-Torrey Village Center, LLC | Limited Liability Company | Delaware | Yes |
Name | Form of Entity | Jurisdiction of Formation | Specified Guarantor | |||
| Western Pacific Housing-Windemere, LLC (f/k/a Western Pacific Housing-Glacier, LLC) | Limited Liability Company | Delaware | Yes | |||
| Western Pacific Housing, Inc. (f/k/a Schuler Homes Holdco, Inc.) | Corporation | Delaware | Yes | |||
| Western Pacific Housing Management, Inc. (f/k/a Western Pacific Housing, Inc. (CA)) | Corporation | California | Yes | |||
| WPH-Camino Ruiz, LLC | Limited Liability Company | Delaware | Yes |