EXHIBIT 5.1
December 2, 2002
39334-00046
D.R. Horton, Inc.
1901 Ascension Blvd., Suite 100
Arlington, Texas 76006
Re: D.R. Horton, Inc. Offering of 7.5% Senior Notes due 2007
Ladies and Gentlemen:
As counsel for D.R. Horton, Inc., a Delaware corporation (the "Company"),
we are familiar with the Company's Registration Statement on Form S-3 (as
amended, the "Registration Statement") (File No. 333-84088), filed with the
Securities and Exchange Commission (the "SEC") under the Securities Act of 1933
(as amended, the "Act"), and the prospectus and prospectus supplement with
respect thereto, dated November 22, 2002 (together, the "Prospectus"), with
respect to the proposed offering by the Company of $215,000,000 aggregate
principal amount of 7.5% Senior Notes due 2007 (the "Notes") of the Company. The
Notes will be issued pursuant to the Indenture, dated as of June 9, 1997 (the
"Indenture"), among the Company, the guarantors named therein (the "Guarantors")
and American Stock Transfer & Trust Company, as trustee (the "Trustee"), as
supplemented by the Fifteenth Supplemental Indenture, to be dated as of December
3, 2002 (the "Supplemental Indenture"), among the Company, the Guarantors and
the Trustee, and will be guaranteed pursuant to the terms of the Indenture and
the notation thereof endorsed on the Notes on a senior basis by the Guarantors
(the "Guarantees"). All capitalized terms which are not defined herein shall
have the meanings assigned to them in the Registration Statement. The Notes and
related Guarantees, the Indenture and Supplemental Indenture are referred to
herein as the "Note Documents."
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 Amended and Restated Certificate of Incorporation of the
Company, filed as an exhibit to the Company's Registration Statement (No.
333-76175) on Form S-3, filed April 13, 1999;
D.R. Horton, Inc.
December 2, 2002
Page 2
(2) The Amended and Restated Bylaws of the Company, filed as an
exhibit to the Company's Quarterly Report on Form 10-Q for the quarter
ended December 31, 1998;
(3) The Indenture and the form of Supplemental Indenture (and form of
Notes and related Guarantees);
(4) The Statement of Eligibility of the Trustee on Form T-1 for the
Notes, filed as an exhibit to the Registration Statement; and
(5) Such records of the corporate proceedings of the Company, such
certificates and assurances from public officials, officers and
representatives of the Company, and such other documents as we have
considered necessary or appropriate for the purpose of rendering this
opinion.
In rendering the opinion expressed below, we have assumed:
(a) 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.
(b) Each of the parties to the Note Documents other than the Company
(including, without limitation, the Guarantors) is a validly existing
corporation, limited partnership or limited liability company in good
standing under the laws of its state of formation and has all requisite
power and authority to execute, deliver and perform its obligations under
each of the Note Documents to which it is a party, and the execution and
delivery of such Note Documents by such party and performance of its
obligations thereunder have been duly authorized by all necessary action
and do not violate any law, regulation, order, judgment or decree
applicable to such party.
(c) The Note Documents will be duly and validly executed and delivered
by the Trustee. The Note Documents will constitute the legal, valid and
binding agreements of the Trustee.
(d) There are no agreements or understandings between or among the
parties to the Note Documents that would expand, modify or otherwise affect
the terms of the Note Documents or the respective rights or obligations of
the parties thereunder.
On the basis of the foregoing examination, and in reliance thereon, and
subject to the qualifications and limitations set forth below, we are of the
opinion that when the Notes and the Guarantees shall have been executed and
authenticated as specified in the Indenture and
D.R. Horton, Inc.
December 2, 2002
Page 3
Supplemental Indenture and offered and sold as described in the Registration
Statement and the Prospectus, the Notes and Guarantees will be valid and binding
obligations of the Company and the Guarantors.
The opinions set forth herein are subject to the following assumptions,
qualifications, limitations and exceptions:
A. We render no opinion herein as to matters involving the laws of any
jurisdiction other than the State of New York and the United States of
America. Our opinions set forth herein are limited to the effect of the
present state of applicable laws of the State of New York and the United
States of America and to the facts as they presently exist. We assume no
obligation to revise or supplement our opinions should the present laws, or
the interpretation thereof, be changed or to revise or supplement these
opinions in respect of any circumstances or events that occur subsequent to
the date hereof.
B. Our opinions set forth herein are subject to (i) 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 (ii) general principles
of equity, regardless of whether a matter is considered in a proceeding in
equity or at law, including, without limitation, concepts of materiality,
reasonableness, good faith and fair dealing and the possible unavailability
of specific performance, injunctive relief or other equitable remedies.
C. We express no opinion regarding (i) the effectiveness of any waiver
(whether or not stated as such) under the Note Documents of, or any consent
thereunder relating to, any unknown future rights or the rights of any
party thereto existing, or duties owing to it, as a matter of law, (ii) the
effectiveness of any waiver (whether or not stated as such) contained in
the Note Documents of rights of any party, or duties owing to it, that is
broadly or vaguely stated or does not describe the right or duty
purportedly waived with reasonable specificity, (iii) the effectiveness of
any waiver (whether or not stated as such) contained in the Note Documents
of stay, extension or usury laws, (iv) any provision in the Note Documents
relating to indemnification, exculpation or contribution or (v) any
provision of the Note Documents requiring written amendments or waivers of
such documents insofar as it suggests that oral or other modifications,
amendments or waivers could not be effectively agreed upon by the parties
or that the doctrine of promissory estoppel might not apply.
D. We express no opinion as to (i) the effect on the enforceability of
any Guarantee against any Guarantor of any facts or circumstances occurring
after the date hereof that would constitute a defense to the obligation of
a guarantor or surety or (ii) the
D.R. Horton, Inc.
December 2, 2002
Page 4
effectiveness of any waiver of any such defense by any Guarantor under the
Note Documents.
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 Commission promulgated thereunder.
Very truly yours,
/s/ Gibson, Dunn & Crutcher LLP
GIBSON, DUNN & CRUTCHER LLP
IFS/RWB/LMA