Exhibit 5.1
[Hogan & Hartson L.L.P. Letterhead]
June 17, 2003
Board of Directors
NVR, Inc.
7601 Lewinsville Road, Suite 300
McLean, Virginia 22102
Ladies and Gentlemen:
We are acting as counsel to NVR, Inc., a Virginia corporation (the
"Company"), in connection with the Company's registration statement on Form S-3,
as amended (SEC File No. 333-44515) (the "Registration Statement"), relating to
the public offering of $200,000,000 aggregate principal amount of the Company's
5% senior notes due 2010 (the "Notes"), as described in a Prospectus dated April
6, 1998 (the "Prospectus") and a Prospectus Supplement dated June 12, 2003 (the
"Prospectus Supplement"). This opinion letter is furnished to you at your
request to enable you to fulfill the requirements of Item 601(b)(5) of
Regulation S-K, 17 C.F.R. ss. 229.601(b)(5), in connection with the Registration
Statement.
For purposes of this opinion letter, we have examined copies of the
following documents:
1. Executed copy of the Registration Statement.
2. The Prospectus and the Prospectus Supplement.
3. Form of the global note evidencing the Notes.
4. The Restated Articles of Incorporation of the Company, as
certified by the State Corporation Commission of the Commonwealth
of Virginia on June 13, 2003, and as certified by the Secretary
of the Company on the date hereof as being complete, accurate and
in effect.
Board of Directors
NVR, Inc.
June 17, 2003
Page 2
5. The Bylaws of the Company, as certified by the Secretary of the
Company on the date hereof as being complete, accurate and in
effect.
6. Certain resolutions of the Board of Directors of the Company
adopted at a meeting held on June 11, 2003, authorizing, among
other things, the offer, issuance and sale of the Notes and
arrangements in connection therewith, as certified by the
Secretary of the Company on the date hereof as being complete,
accurate and in effect.
7. Executed copy of the Underwriting Agreement dated June 12, 2003,
by and among the Company and Credit Suisse First Boston LLC, as
representative of the several underwriters named therein (the
"Underwriting Agreement").
8. Executed copy of the Indenture, dated as of April 14, 1998, by
and between the Company and U.S. Bank Trust National Association,
as successor to The Bank of New York, as trustee (the "Trustee"),
as amended and supplemented by the First Supplemental Indenture,
dated as of April 14, 1998, the Second Supplemental Indenture,
dated as of February 27, 2001, the Third Supplemental Indenture,
dated as of March 14, 2002, and the Fourth Supplemental
Indenture, dated as of date hereof (collectively, the
"Indenture"), between the Company and the Trustee.
In our examination of the aforesaid documents, we have assumed the
genuineness of all signatures, the legal capacity of all natural persons, the
accuracy and completeness of all documents submitted to us, the authenticity of
all original documents and the conformity to authentic original documents of all
documents submitted to us as copies (including telecopies). This opinion letter
is given, and all statements herein are made, in the context of the foregoing.
Board of Directors
NVR, Inc.
June 17, 2003
Page 3
To the extent that the obligations of the Company with respect to the
Notes may be dependent upon such matters, we have assumed that (i) the Trustee
has all requisite power and authority under all applicable laws, regulations and
governing documents to execute, deliver and perform its obligations under the
Indenture and has complied with all legal requirements pertaining to its status
as such status relates to its rights to enforce the Indenture against the
Company, (ii) the Trustee has duly authorized, executed and delivered the
Indenture, (iii) the Trustee is validly existing and in good standing in all
necessary jurisdictions, (iv) the Indenture constitutes a valid and binding
obligation of the Trustee, enforceable against the Trustee in accordance with
its terms, (v) there has been no material mutual mistake of fact or
misunderstanding or fraud, duress or undue influence, in connection with the
negotiation, execution and delivery of the Indenture and the conduct of all
parties to the Indenture has complied with any requirements of good faith, fair
dealing and conscionability, (vi) there are and have been no agreements or
understandings among the parties, written or oral, and there is and has been no
usage of trade or course of prior dealing among the parties that would, in
either case, define, supplement or qualify the terms of the Indenture and (vii)
no defenses to enforcement of the Indenture have arisen as a result of the
parties' performance or non-performance thereof or any other circumstances
arising since the execution and delivery thereof. We have also assumed the
validity and constitutionality of each relevant statute, rule, regulation and
agency action covered by this opinion letter unless a reported decision of a
federal court or a court in the applicable jurisdiction has established its
unconstitutionality or invalidity.
This opinion letter is based as to matters of law solely on applicable
provisions of the following, as currently in effect: (i) New York contract law
(but not including any laws, statutes, ordinances, administrative decisions,
rules, or regulations of any political subdivision of the State of New York),
and (ii) the Virginia Stock Corporation Act, and we express no opinion as to any
other laws, statutes, ordinances, rules or regulations (such as federal or state
securities or "blue sky" laws). As used herein, the term "Virginia Stock
Corporation Act" includes the applicable statutory provisions contained therein,
all applicable provisions of the Virginia Constitution, and reported judicial
decisions interpreting these laws.
Board of Directors
NVR, Inc.
June 17, 2003
Page 4
Based upon, subject to and limited by the foregoing, we are of the
opinion that, assuming due authentication of the Notes by the Trustee and the
due execution and delivery of the Notes on behalf of the Company against payment
of the consideration for the Notes specified in the Underwriting Agreement, the
Notes constitute valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms, except as may be limited by
bankruptcy, insolvency, reorganization, receivership, moratorium and other laws
affecting creditors' rights (including, without limitation, the effect of
statutory and other law regarding fraudulent conveyances, fraudulent transfers
and preferential transfers) and as may be limited by the exercise of judicial
discretion and the application of principles of equity, including, without
limitation, requirements of good faith, fair dealing, reasonableness,
conscionability and materiality (regardless of whether the Notes are considered
in a proceeding at law or in equity).
The opinion expressed above shall be understood to mean only that if
there is a default in performance of an obligation, (i) if a failure to pay or
other damage can be shown and (ii) if the defaulting party can be brought into a
court which will hear the case and apply the governing law, then, subject to the
availability of defenses, and to the exceptions set forth above, the court will
provide a money damage (or perhaps injunctive or specific performance) remedy.
We assume no obligation to advise you of any changes in the foregoing
subsequent to the delivery of this opinion letter. This opinion letter has been
prepared for your use in connection with the filing by the Company of a Current
Report on Form 8-K, which Current Report on Form 8-K will be incorporated by
reference into the Registration Statement.
Board of Directors
NVR, Inc.
June 17, 2003
Page 5
We hereby consent to the filing of this opinion letter as Exhibit 5.1
to the above-described Current Report on Form 8-K and to the reference to this
firm under the caption "Legal Matters" in the Prospectus and the Prospectus
Supplement. In giving this consent, we do not thereby admit that we are an
"expert" within the meaning of the Securities Act of 1933, as amended.
Very truly yours,
HOGAN & HARTSON L.L.P.