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EXHIBIT 5.1
[SIMPSON THACHER & BARTLETT LETTERHEAD]
June 6, 2002
K. Hovnanian Enterprises, Inc.
10 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
Ladies and Gentlemen:
We have acted as counsel to K. Hovnanian Enterprises, Inc., a New Jersey
corporation (the "Company"), and to Hovnanian Enterprises, Inc., a Delaware
corporation ("Hovnanian"), and certain subsidiaries of Hovnanian (together with
Hovnanian, the "Guarantors"), in connection with the Registration Statement on
Form S-4 (the "Registration Statement") filed by the Company and the Guarantors
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended, relating to the issuance by the Company of
(1) $100,000,000 aggregate principal amount of 8.000% Senior Notes due 2012 (the
"Senior Exchange Securities") and the issuance by the Guarantors of guarantees
(the "Senior Guarantees"), with respect to the Senior Exchange Securities and
(2) $150,000,000 aggregate principal amount of 8.875% Senior Subordinated Notes
due 2012 (the "Subordinated Exchange Securities") and the issuance by the
Guarantors of guarantees (the "Subordinated Guarantees"), with respect to the
Subordinated Exchange Securities. The Senior Exchange Securities and the Senior
Guarantees will be issued under an indenture (the "Senior Indenture") dated as
of March 26, 2002, among the Company, the Guarantors and Wachovia Bank, National
Association, formerly known as First Union National Bank, as Trustee (the
"Senior Trustee"). The Subordinated Exchange Securities and the Subordinated
Guarantees will be issued under an
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indenture (the "Subordinated Indenture") dated as of March 26, 2002, among the
Company, the Guarantors and Wachovia Bank, National Association, formerly known
as First Union National Bank, as Trustee (the "Subordinated Trustee"). The
Senior Exchange Securities will be offered by the Company in exchange for
$100,000,000 aggregate principal amount of its outstanding 8.000% Senior Notes
due 2012 (the "Senior Securities") and the Subordinated Exchange Securities will
be offered by the Company in exchange for $150,000,000 aggregate principal
amount of its outstanding 8.875% Senior Subordinated Notes due 2012 (the
"Subordinated Securities").
We have examined the Registration Statement and the Senior Indenture and
the Subordinated Indenture, both of which have been filed with the Commission as
exhibits to the Registration Statement. We also have examined the originals, or
duplicates or certified or conformed copies, of such records, agreements,
instruments and other documents and have made such other and further
investigations as we have deemed relevant and necessary in connection with the
opinions expressed herein. As to questions of fact material to this opinion, we
have relied upon certificates of public officials and of officers and
representatives of the Company and the Guarantors.
In rendering the opinions set forth below, we have assumed the genuineness
of all signatures, the legal capacity of natural persons, the authenticity of
all documents submitted to us as originals, the conformity to original documents
of all documents submitted to us as duplicates or certified or conformed copies,
and the authenticity of the originals of such latter documents. We also have
assumed that the Senior Indenture is the valid and legally binding obligation of
the Senior Trustee and that the Subordinated Indenture is the valid and legally
binding obligation of the Subordinated Trustee. We have assumed further that (1)
the Company and the Guarantors have duly authorized, executed and delivered each
of the Senior Indenture and the Subordinated
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Indenture and (2) execution, delivery and performance by the Company and the
Guarantors of (a) the Senior Indenture and the Senior Securities and the Senior
Guarantees do not and will not violate the laws of the State of New Jersey or
any other applicable laws (excepting the laws of the State of New York and the
Federal laws of the United States) and (b) the Subordinated Indenture and the
Subordinated Securities and the Subordinated Guarantees do not and will not
violate the laws of the State of New Jersey or any other applicable laws
(excepting the laws of the State of New York and the Federal laws of the United
States).
Based upon the foregoing, and subject to the qualifications and
limitations stated herein, we are of the opinion that:
1. When the Senior Exchange Securities have been duly executed,
authenticated, issued and delivered in accordance with the provisions of the
Senior Indenture upon the exchange, the Senior Exchange Securities will
constitute valid and legally binding obligations of the Company enforceable
against the Company in accordance with their terms.
2. When (1) the Senior Exchange Securities have been duly executed,
authenticated, issued and delivered in accordance with the provisions of the
Senior Indenture upon the exchange and (2) the Senior Guarantees have been duly
issued, the Senior Guarantees will constitute valid and legally binding
obligations of the Senior Guarantors enforceable against the Senior Guarantors
in accordance with their terms.
3. When the Subordinated Exchange Securities have been duly executed,
authenticated, issued and delivered in accordance with the provisions of the
Subordinated Indenture upon the exchange, the Subordinated Exchange Securities
will constitute valid and legally binding obligations of the Company enforceable
against the Company in accordance with their terms.
4. When (1) the Subordinated Exchange Securities have been duly executed,
authenticated, issued and delivered in accordance with the provisions of the
Subordinated Indenture upon the exchange and (2) the Subordinated Guarantees
have been duly issued, the Subordinated Guarantees will constitute valid and
legally binding obligations of the Subordinated Guarantors enforceable against
the Subordinated Guarantors in accordance with their terms.
Our opinions set forth above are subject to the effects of (1) bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other similar
laws relating to or affecting
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creditors' rights generally, (2) general equitable principles (whether
considered in a proceeding in equity or at law) and (3) an implied covenant of
good faith and fair dealing.
We are members of the Bar of the State of New York, and we do not express
any opinion herein concerning any law other than the law of the State of New
York, the Federal law of the United States and the Delaware General Corporation
Law.
We hereby consent to the filing of this opinion letter as Exhibit 5 to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Prospectus included in the Registration Statement.
Very truly yours,
/s/ Simpson Thacher & Bartlett
SIMPSON THACHER & BARTLETT