EXHIBIT 5.1
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(Letterhead of Holme Roberts & Owen LLP)
June 15, 1999
M.D.C. Holdings, Inc.
3600 S. Yosemite Street
Suite 900
Denver, Colorado 80237
Re: M.D.C. Holdings, Inc. Public Offering
Ladies and Gentlemen:
As counsel for Richmond American Homes of California, Inc.,
Richmond American Homes of Maryland, Inc., Richmond American Homes of Nevada,
Inc., Richmond American Homes of Virginia, Inc., Richmond American Homes of
Arizona, Inc.and Richmond American Homes of Colorado, Inc. (the
"Co-Registrants"), each a subsidiary of M.D.C. Holdings, Inc., a Delaware
corporation ("MDC"), we are familiar with the Co-Registrants' 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 June 15, 1999, with respect to the offering and
issuance from time to time by the Co-Registrants of guarantees (the
"Guarantees") of up to $300,000,000 of one or more series of MDC's debt
securities registered under MDC's Registration Statement on Form S-3, File No.
333-70381 (the "Debt Securities"). All capitalized terms which are not defined
herein shall have the meanings assigned to them in the Registration Statement.
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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 Certificates of Incorporation of the Co-Registrants, as
amended to date;
(2) The Bylaws of the Co-Registrants, as amended to date;
(3) The Form of Senior Indenture (and form of notes) filed as an
exhibit to the Registration Statement;
(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
Co-Registrants, 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 Co-Registrants that we
considered necessary or appropriate for the purpose of
rendering this opinion.
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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):
When (a) the Debt Securities and Guarantees 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 and Guarantees 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 and Guarantees, the Guarantees will be duly authorized and
valid and binding obligations of the Co-Registrants, 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.
This opinion is limited to the present corporate laws of the
State of Delaware, the present laws of the State of Colorado 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.
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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
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