Exhibit 5.1
June 29, 1998
D.R. Horton, Inc.
1901 Ascension Blvd., Suite 100
Arlington, Texas 76006
Re: D.R. Horton, Inc. Public Offering
Ladies and Gentlemen:
As counsel for D.R. Horton, Inc., a Delaware corporation (the
"Company"), we are familiar with the Company's Registration Statement on Form
S-3 (as amended, the "Registration Statement") filed with the Securities and
Exchange Commission (the "SEC") under the Securities Act of 1933 (as amended,
the "Act"), on the date hereof, with respect to the offering and issuance from
time to time by the Company of up to $400,000,000 aggregate offering price of
the following: (i) one or more series of its debt securities (the "Debt
Securities"), which may be senior debt securities, senior subordinated debt
securities or subordinated debt securities, (ii) shares of its Preferred Stock,
par value $.10 per share (the "Preferred Stock"), or (iii) shares of its Common
Stock, par value $.01 per share (the "Common Stock"). All capitalized terms
which are not defined herein shall have the meanings assigned to them in the
Registration Statement.
In connection with our examination of documents as hereinafter
described, we have assumed the genuineness of all signatures on, and the
authenticity of, all documents submitted to us as originals and the conformity
to original documents of all documents submitted to us as copies. With respect
to agreements and instruments executed by natural persons, we have assumed the
legal competency of such persons.
For the purpose of rendering this opinion, we have made such factual
and legal examination as we deemed necessary under the circumstances, and in
that connection we have examined, among other things, originals or copies of the
following:
D.R. Horton, Inc.
June 29, 1998
Page 2
(1) The Certificate of Incorporation of the Company, as amended to
date;
(2) The Bylaws of the Company, as amended to date;
(3) The Form of Senior Debt Securities Indenture (and form of
notes) filed as an exhibit to the Registration Statement by
incorporation by reference to Exhibit 4.1(a) to the Company's
Registration Statement (No. 333-27521), filed May 31, 1997;
(4) The Form of Senior Subordinated Debt Securities Indenture (and
form of notes) filed as an exhibit to the Registration
Statement by incorporation by reference to Exhibit 4.1(b) to
the Company's Registration Statement (No. 333-27521), filed
May 31, 1997;
(5) The Form of Subordinated Debt Securities Indenture (and form
of notes) filed as an exhibit to the Registration Statement by
incorporation by reference to Exhibit 4.1(c) to the Company's
Registration Statement (No. 333-27521), filed May 31, 1997;
(6) Such records of the corporate proceedings of the Company, and
such other documents that we considered necessary or
appropriate for the purpose of rendering this opinion; and
(7) Such other certificates and assurances from public officials,
officers and representatives of the Company that we considered
necessary or appropriate for the purpose of rendering this
opinion.
On the basis of the foregoing examination, and in reliance thereon, we
are of the opinion that (subject to compliance with the pertinent provisions of
the Act and, with respect to the Indentures (as defined below) and the Debt
Securities, the Trust Indenture Act of 1939, as amended, and to compliance with
such securities or "blue sky" laws of any jurisdiction as may be applicable):
1. When (a) the Debt Securities in substantially the form contained in
(as appropriate) the Form of Senior Debt Securities Indenture, the Form of
Senior Subordinated Debt Securities Indenture and the Form of Subordinated Debt
Securities Indenture (as amended or supplemented in accordance with the
respective terms thereof, each an "Indenture") shall have been authorized,
executed and authenticated in accordance with the terms of the applicable
Indenture, (b) the Indentures shall have been qualified under the Trust
Indenture Act of 1939, duly executed and delivered and (c) the Debt Securities
shall have been issued and sold as described in the Registration Statement, and
if in an underwritten offering, in accordance with the terms and conditions of
the applicable underwriting agreement, and in a manner contemplated in the
Registration Statement , including the Prospectus Supplement relating to any
such Debt Securities, the Debt Securities will be duly authorized and valid and
binding obligations of the Company, subject to the effect of any bankruptcy,
insolvency, reorganization, moratorium, arrangement, or similar laws affecting
the enforcement of creditors' rights generally (including without limitation,
the effect of statutory or other laws regarding fraudulent transfers or
D.R. Horton, Inc.
June 29, 1998
Page 3
preferential transfers) and general principles of equity, regardless of whether
enforceability is considered in a proceeding in equity or at law.
2. When the Preferred Stock shall have been authorized, issued and sold
within the limits and as described in the Registration Statement, and if in an
underwritten offering, in accordance with the terms and conditions of the
applicable underwriting agreement, and in a manner contemplated in the
Registration Statement, including the Prospectus Supplement relating to the
applicable series of such Preferred Stock, the Preferred Stock will be validly
issued, fully paid and nonassessable.
3. When the Common Stock shall have been authorized, issued and sold
within the limits and as described in the Registration Statement, and if in an
underwritten offering, in accordance with the terms and conditions of the
applicable underwriting agreement, and in a manner contemplated in the
Registration Statement, including the Prospectus Supplement relating to the
applicable offering of such Common Stock, the Common Stock will be validly
issued, fully paid and nonassessable.
This opinion is limited to the present corporate laws of the State of
Delaware, the present laws of the State of New York and the present federal laws
of the United States and to the present judicial interpretations thereof and to
the facts as they presently exist. We undertake no obligation to advise you as a
result of developments occurring after the date hereof or as a result of facts
or circumstances brought to our attention after the date hereof.
This opinion may be filed as an exhibit to the Registration Statement.
Consent is also given to the reference to this firm under the caption "Legal
Matters" in the prospectus contained in the Registration Statement. In giving
this consent we do not admit we are included in the category of persons whose
consent is required under Section 7 of the Act or the rules and regulations of
the SEC promulgated thereunder.
Very truly yours,
/s/ Gibson, Dunn & Crutcher LLP
GIBSON, DUNN & CRUTCHER LLP
IFS/AHC