Exhibit 5.2
[K. Hovnanian Enterprises, Inc. logo]
10 Highway 35 . P.O. Box 500 . Red Bank . New Jersey . 07701
732.747.7800 www.khov.com
September 25, 2001
Hovnanian Enterprises, Inc.
10 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
K. Hovnanian Enterprises, Inc.
10 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
Dear Sirs:
I am Senior Vice President and General Counsel of Hovnanian
Enterprises, Inc., a Delaware corporation ("Hovnanian"), and of K. Hovnanian
Enterprises, Inc., a New Jersey corporation ("K. Hovnanian"). A Registration
Statement on Form S-3 (the "Registration Statement"), under the Securities Act
of 1933, as amended (the "Act"), was filed by Hovnanian, K. Hovnanian and
certain subsidiaries of Hovnanian (the "Subsidiary Guarantors") with the
Securities and Exchange Commission on the date hereof. The Registration
Statement relates to the registration of (i) shares of Class A common stock of
Hovnanian par value $.01 per share ("Common Stock"); (ii) shares of preferred
stock of Hovnanian par value $.01 per share ("Preferred Stock"); (iii)
warrants to purchase Common Stock (the "Common Stock Warrants"); (iv) warrants
to purchase Preferred Stock (the "Preferred Stock Warrants"); (v) unsecured
debt securities of Hovnanian consisting of notes, debentures or other evidence
of indebtedness, which may be senior ("Hovnanian Senior Debt Securities"),
senior subordinated ("Hovnanian Senior Subordinated Debt Securities") or
subordinated ("Hovnanian Subordinated Debt Securities") (collectively, the
"Hovnanian Debt Securities"); (vi) warrants to purchase Hovnanian Debt
Securities (the "Hovnanian Debt Security Warrants"); (vii) unsecured debt
securities of K. Hovnanian consisting of notes, debentures or other evidence
of indebtedness, which may be senior ("K. Hovnanian Senior Debt Securities"),
senior subordinated ("K. Hovnanian Senior Subordinated Debt Securities") or
subordinated ("K. Hovnanian Subordinated Debt Securities") (collectively, the
"K. Hovnanian Debt Securities" and, together with the Hovnanian Debt
Securities, the "Debt Securities"), which will be fully and unconditionally
guaranteed by Hovnanian (the "Hovnanian Debt Guarantee"); (viii) warrants to
purchase K. Hovnanian Debt Securities (the "K. Hovnanian Debt Security
Warrants" and, together with the Hovnanian Debt Security Warrants, the "Debt
Security Warrants"), which will be fully and unconditionally guaranteed by
Hovnanian (the "Hovnanian Warrant Guarantee"); (ix) guarantees of the
Subsidiary Guarantors to be issued in connection with the Debt Securities (the
"Debt Guarantees"); (x) guarantees of the Subsidiary Guarantors to be issued
in connection with the Debt Security Warrants, the Common Stock Warrants and
the Preferred Stock Warrants (the "Warrant Guarantees"); (xi) contracts for
purchase and sale of Common Stock (the "Purchase Contracts"); (xii) Stock
Purchase Units of Hovnanian, consisting of a Purchase Contract and either a
beneficial interest in Hovnanian Debt Securities or debt obligations of third
parties, including U.S. Treasury securities (the "Stock Purchase Units"); and
(xiii) Common Stock, Preferred Stock and Debt Securities, which may be issued
upon exercise of the Common Stock Warrants, the Preferred Stock Warrants and
the Debt Security Warrants (collectively, "the Securities Warrants"). The
Common Stock, the Preferred Stock, the Common Stock Warrants, the Preferred
Stock Warrants, the Debt Security Warrants, the Debt Securities, the Hovnanian
Debt Guarantee, the Hovnanian Warrant Guarantee, the Debt Guarantees, the
Warrant Guarantees, the Purchase Contracts, the Stock Purchase Units and the
Securities Warrants are hereinafter referred to collectively (together with
any additional securities that may be issued by Hovnanian and/or K. Hovnanian
pursuant to Rule 462(b) (as prescribed by the Commission pursuant to the Act))
as the "Securities". The Securities may be issued and sold or delivered from
time to time as set forth in the Registration Statement, any amendment
thereto, the prospectus contained therein (the "Prospectus") and supplements
to the Prospectus (the "Prospectus Supplements") and pursuant to Rule 415
under the Act for an aggregate initial offering price not to exceed
$300,000,000.
In that connection, I have examined and relied upon originals or
copies, certified or otherwise identified to my satisfaction, of such
documents, corporate records, certificates and instruments relating to
Hovnanian and K. Hovnanian as I have deemed relevant and necessary to the
formation of the opinion hereinafter set forth. In such examination, I have
assumed the genuiness and authenticity of all documents examined by me and all
signatures thereon, the legal capacity of all persons executing such
documents, the conformity to originals of all copies of documents submitted to
me and the truth and correctness of any representations and warranties
contained therein.
Based upon the foregoing, I am of the opinion that:
1. When appropriate action is taken by the Board of Directors of K.
Hovnanian, a clearly constituted committee thereof or duly authorized
officers of K. Hovnanian (such Board of Directors, committee or
authorized officers being referred to herein as the "K. Hovnanian
Board"), the K. Hovnanian Senior Debt Securities and the Debt Guarantees
thereof, as applicable, will have been duly authorized and, when the
indenture among K. Hovnanian, Hovnanian, as guarantor, the Trustee as
shall be named therein (the "K. Hovnanian Senior Debt Trustee") and the
Subsidiary Guarantors, if applicable (the "K. Hovnanian Senior
Indenture"), pursuant to which the K. Hovnanian Senior Debt Securities
will be issued has been duly executed and delivered, the K. Hovnanian
Senior Debt Securities, when duly executed by K. Hovnanian, authenticated
by the K. Hovnanian Senior Debt Trustee in accordance with the terms of
the K. Hovnanian Senior Indenture and issued and delivered against
payment therefor, will be legally issued and will constitute valid and
legally binding obligations of K. Hovnanian entitled to the benefits of
the K. Hovnanian Senior Indenture relating thereto; and
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2. When appropriate action is taken by the K. Hovnanian Board, the
K. Hovnanian Senior Subordinated Debt Securities and the Debt Guarantees
thereof, as applicable, will have been duly authorized and, when the
indenture among K. Hovnanian, Hovnanian, as guarantor, the Trustee as
shall be named therein (the "K. Hovnanian Senior Subordinated Debt
Trustee") and the Subsidiary Guarantors, if applicable (the "K. Hovnanian
Senior Subordinated Indenture"), pursuant to which the K. Hovnanian
Senior Subordinated Debt Securities will be issued has been duly executed
and delivered, the K. Hovnanian Senior Subordinated Debt Securities, when
duly executed by K. Hovnanian, authenticated by the K. Hovnanian Senior
Subordinated Debt Trustee in accordance with the terms of the K.
Hovnanian Senior Subordinated Indenture and issued and delivered against
payment therefor, will be legally issued and will constitute valid and
legally binding obligations of K. Hovnanian entitled to the benefits of
the K. Hovnanian Senior Subordinated Indenture relating thereto; and
3. When appropriate action is taken by the K. Hovnanian Board, the
K. Hovnanian Subordinated Debt Securities and the Debt Guarantees
thereof, as applicable, will have been duly authorized and, when the
indenture among K. Hovnanian, Hovnanian, as guarantor, the Trustee as
shall be named therein (the "K. Hovnanian Subordinated Debt Trustee") and
the Subsidiary Guarantors, if applicable (the "K. Hovnanian Subordinated
Indenture"), pursuant to which the K. Hovnanian Subordinated Debt
Securities will be issued has been duly executed and delivered, the K.
Hovnanian Subordinated Debt Securities, when duly executed by K.
Hovnanian, authenticated by the K. Hovnanian Subordinated Debt Trustee in
accordance with the terms of the K. Hovnanian Subordinated Indenture and
issued and delivered against payment therefor, will be legally issued and
will constitute valid and legally binding obligations of K. Hovnanian
entitled to the benefits of the K. Hovnanian Subordinated Indenture
relating thereto; and
4. When appropriate action is taken by the K. Hovnanian Board, the
K. Hovnanian Debt Security Warrants and the Warrant Guarantees thereof,
if applicable, will have been duly authorized and, when the warrant
agreement among K. Hovnanian, Hovnanian as guarantor, the warrant agent
named therein and the Subsidiary Guarantors, if applicable, pursuant to
which the K. Hovnanian Debt Security Warrants will be issued (the
"Warrant Agreement") has been duly executed and delivered, the K.
Hovnanian Debt Security Warrants, when duly executed by K. Hovnanian in
accordance with the terms of the Warrant Agreement and issued and
delivered against payment therefor, will be legally issued and will
constitute valid and legally binding obligations of K. Hovnanian entitled
to the benefits of the Warrant Agreement relating thereto.
Simpson Thacher & Bartlett may rely upon this opinion letter insofar
as the opinions expressed herein relate to or are dependent upon matters
governed by the laws of the State of New Jersey.
I am a member of the Bar of the State of New Jersey, and I do not
express any opinion herein concerning any law other than the law of the State
of New Jersey.
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I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the reference under the caption "Legal Matters"
in the Prospectus included in the Registration Statement.
Very truly yours,
/s/ Peter S. Reinhart
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Peter S. Reinhart
Senior Vice President
General Counsel