January 19, 2001
Toll Brothers, Inc.
Toll Corp.
3103 Philmont Avenue
Huntingdon Valley, PA 19006
RE: Registration Statement on Form S-3
(Commission File Nos. 333-91773, 333-91773-01,
333-91773-02 and 33-91773-03)
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Gentlemen:
As counsel for Toll Brothers, Inc., a Delaware corporation (the
"Company"), and its wholly owned subsidiaries, Toll Corp., a Delaware
corporation ("Toll"), Toll Finance Corp., a Delaware corporation ("TFC"), and
First Huntingdon Finance Corp., a Delaware corporation ("FHFC"), we assisted in
the preparation of the above-referenced registration statement (together with
all exhibits thereto and documents incorporated by reference therein, the
"Registration Statement") which was filed by the Company, Toll, TFC and FHFC
(collectively, the "Registrants") with the Securities and Exchange Commission
(the "Commission") and was declared effective by the Commission on April 6,
2000. The Registration Statement relates to the issuance and sale from time to
time, pursuant to Rule 415 of the General Rules and Regulations of the
Commission promulgated under the Securities Act of 1933, as amended (the
"Securities Act"), of securities of the Registrants with an aggregate initial
public offering price of up to $500,000,000 or the equivalent thereof in one or
more foreign currencies or composite currencies, including (i) debt securities
of Toll ("Toll Debt Securities") to be issued under an indenture (the
"Indenture") to be entered into among Toll, the Company and Banc One Trust
Company, NA, as trustee (the "Trustee") and (ii) the Company's unconditional and
irrevocable guarantees of the Toll Debt Securities (the "Guarantees"). As
counsel to the Company and Toll, we have also assisted in the preparation of a
supplement, dated January 19, 2001, to the Registration Statement (the
"Supplement") relating to $200,000,000 principal amount of Toll's 8 1/4% Senior
Subordinated Notes due 2011 (the "Notes") and the Guarantees relating to the
Notes (the "related Guarantees").
This opinion is being delivered in accordance with the requirements of
Item 601(b)(5) of Regulation S-K promulgated under the Securities Act.
For the purpose of rendering this opinion, we have examined (i) the
Registration Statement; (ii) the Supplement; (iii) the Indenture relating to the
Notes and the related Guarantees (the "Toll Indenture"); and (iv) certain
resolutions adopted by the respective Boards of Directors of the Company (the
"Company Board") and Toll (the "Toll Board") relating to the issuance of the
Notes and the related Guarantees (collectively the "Offered Securities"). We
have also examined originals or copies, certified or otherwise identified to our
satisfaction, of such records of the Company and Toll and such agreements,
certificates of public officials, certificates of officers or other
representatives of the Company, Toll and others and such other documents,
certificates and records as we have deemed necessary or appropriate as a basis
for the opinions set forth herein.
In our examination, we have assumed without independent verification
(i) the legal capacity of all natural persons, (ii) the genuineness of all
signatures, (iii) the authenticity of all documents submitted to us as
originals, (iv) 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 and (v) the power and authority of all
persons other than the Company and Toll signing such documents to execute,
deliver and perform such documents, and the valid authorization, execution and
delivery of such documents by such other persons. As to any facts material to
the opinions expressed herein which were not independently established or
verified, we have relied upon oral or written statements and representations of
officers or other representatives of the Company, Toll and others.
We are admitted to practice before the bar in the Commonwealth of
Pennsylvania and in the States of Delaware, New Jersey and New York and we do
not express any opinion as to the laws of any other jurisdiction other than the
federal laws of the United States of America to the extent referred to
specifically herein. We assume no obligation to update this opinion.
Based upon and subject to the foregoing, such examinations of law and
such other matters as we have deemed relevant under the circumstances, we are of
the opinion that, as of the date hereof:
1. The Toll Indenture, as modified in accordance with duly adopted resolutions
of the Toll Board and the Company Board (in each case, including any appropriate
committee appointed thereby) to reflect the additional terms applicable to the
Offered Securities, when executed and delivered by Toll and the Company, will be
a valid and binding agreement, enforceable against Toll and the Company in
accordance with its terms, except to the extent that enforcement thereof may be
limited by (a) bankruptcy, insolvency, reorganization, fraudulent transfer,
moratorium or other similar laws now or hereafter in effect relating to or
affecting creditors' rights generally, (b) general principles of equity
(regardless of whether enforceability is considered in a proceeding at law or in
equity) and (c) governmental authority to limit, delay or prohibit the making of
payments outside the United States or in foreign currency or composite currency.
2. When the Toll Indenture has been duly executed and delivered by the Company,
Toll and the Trustee, and the Offered Securities have been duly executed and
authenticated in accordance with the provisions of the Toll Indenture and duly
delivered to the purchasers thereof upon payment of the agreed-upon
consideration therefor described in the Supplement, the Offered Securities will
Toll Brothers, Inc.
Toll Corp.
January 19, 2001
Page 3
be duly authorized, valid and binding obligations of Toll and the Company,
enforceable against Toll and the Company in accordance with their respective
terms, except to the extent that enforcement thereof may be limited by (a)
bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other
similar laws now or hereafter in effect relating to or affecting creditors'
rights generally, (b) general principles of equity (regardless of whether
enforceability is considered in a proceeding at law or in equity) and (c)
governmental authority to limit, delay or prohibit the making of payments
outside the United States or in foreign currency or composite currency.
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement. We also consent to the reference to
our firm under the heading "Legal Matters" in the Registration Statement and
under the heading "Legal Matters" in the Supplement. In giving this consent, we
do not admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act or the Rules and Regulations of the
Commission.
Very truly yours,
/s/ WOLF, BLOCK, SCHORR AND SOLIS-COHEN LLP