Exhibit 5.1
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WEIL, GOTSHAL & MANGES LLP
A LIMITED LIABILITY PARTNERSHIP
INCLUDING PROFESSIONAL CORPORATIONS
767 FIFTH AVENUE
NEW YORK, NY 10153
212-310-8000
(FAX) 212-310-8007
July 23, 2002
HomeFed Corporation
1903 Wright Place
Suite 220
Carlsbad, California 92008
Re: Registration Statement on Form S-8
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Gentlemen:
We have acted as counsel to HomeFed Corporation, a Delaware
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission of the Company's Registration Statement
on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as
amended, with respect to 2,000,000 common shares of the Company, par value $0.01
per share (the "Common Shares"), of which (i) 250,000 Common Shares have been
issued as restricted stock pursuant to the Corporation's 1999 Stock Incentive
Plan and (ii) 1,750,000 Common Shares have been issued or are issuable upon the
exercise of options granted or to be granted pursuant to the Company's 1999
Stock Incentive Plan and the Company's 2000 Stock Incentive Plan (collectively,
the "Plans").
In so acting, we have examined originals or copies (certified
or otherwise identified to our satisfaction) of the Registration Statement and
such corporate records, agreements, documents and other instruments, and such
certificates or comparable documents of public officials and of officers and
representatives of the Company, and have made such inquiries of such officers
and representatives as we have deemed relevant and necessary as a basis for the
opinions hereinafter set forth.
In such examination, we have assumed the genuineness of all
signatures, the legal capacity of all natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified, conformed or photostatic copies and
the authenticity of the originals of such latter documents. As to all questions
of fact material to these opinions that have not been independently established,
HomeFed Corporation
June __, 2002
Page 2
we have relied upon certificates or comparable documents of officers and
representatives of the Company.
Based on the foregoing, and subject to the qualifications
stated herein, we are of the opinion that the Common Shares issued or to be
issued pursuant to the terms of the Plans have been duly authorized and, when
issued, delivered and paid for in accordance with the terms of the Plans, will
be validly issued, fully paid and non-assessable.
We hereby consent to the use of this letter as an exhibit to
the Registration Statement.
Very truly yours,
/s/ Weil Gotshal & Manges LLP