(Letterhead of Holme Roberts & Owen LLP)
April 5, 1999
M.D.C. Holdings, Inc.
3600 S. Yosemite Street
Suite 900
Denver, Colorado 80237
Re: M.D.C. Holdings, Inc. Form S-3 Registration Statement
Ladies and Gentlemen:
As counsel for M.D.C. Holdings, 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 ____________, 1998, with respect to the offering and issuance
from time to time by the Company of up to $175,000,000 aggregate offering price
of the following: (i) one or more series of its debt securities (the "Debt
Securities"), (ii) shares of its Preferred Stock, par value $.01 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:
(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 Indenture (and form of notes) filed as an
exhibit to the Registration Statement;
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(4) The Form of Senior Subordinated Indenture (and form of notes)
filed as an exhibit to the Registration Statement;
(5) The Form of Junior Subordinated Indenture (and form of notes)
filed as an exhibit to the Registration Statement;
(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 Indenture, the Form of Senior
Subordinated Indenture or the Form of Junior Subordinated 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 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 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 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.
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This opinion is limited to the present corporate laws of the State of
Delaware, the present laws of the States of Colorado and 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/ HOLME ROBERTS & OWEN LLP