EXHIBIT 5.1
March ___, 2003
Toll Brothers, Inc.
Toll Brothers Finance Corp.
3103 Philmont Avenue
Huntingdon Valley, PA 19006
Re: Registration Statement on Form S-4
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Ladies and Gentlemen:
In connection with the registration by Toll Brothers Finance Corp., a
Delaware corporation (the "Company"), of $300,000,000 in aggregate principal
amount of 6.875% Senior Notes due 2012 (the "Exchange Notes") and the
registration by Toll Brothers, Inc., a Delaware corporation (the "Guarantor"),
of a guarantee with respect to the Exchange Notes (the "Exchange Guarantee") on
a Form S-4 registration statement (the "Registration Statement") to be filed
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "1933 Act"), you have requested our opinion with respect to the
matters set forth below. The Exchange Notes and the Exchange Guarantee will be
issued pursuant to an indenture, dated as of November 22, 2002, as amended, by
and among the Company, the Guarantor, the other guarantors that are parties
thereto and Bank One Trust Company, N.A., as trustee (as supplemented or
amended, as the case may be, by the Authorizing Resolutions attached as Exhibit
A to the Joint Action of Persons Authorized to Act on Behalf of Each of Toll
Brothers Finance Corp., Toll Brothers, Inc. and Each of the Entities Listed on
Schedule I thereto dated as of November 22, 2002, the "Indenture"). Capitalized
terms used herein without definition have the meanings given to them in the
Indenture, a copy of which will be filed as an exhibit to the Registration
Statement.
In our capacity as your counsel in connection with the preparation and
filing of the Registration Statement, we are familiar with the proceedings taken
and proposed to be taken by the Company and the Guarantor in connection with the
authorization and issuance of the Exchange Notes and the Exchange Guarantee, and
for purposes of this opinion, we have assumed such proceedings will be timely
completed in the manner presently proposed and the terms of such issuance will
otherwise be in compliance with law.
As such counsel, we have examined such matters of fact and questions of
law as we have considered appropriate for purposes of rendering the opinions
expressed herein. In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, and
the conformity to authentic original documents of all documents submitted to us
as copies.
Toll Brothers, Inc.
Toll Brothers Finance Corp.
March __, 2003
Page 2
To the extent that our opinion addresses matters of law, our opinion is
limited to the federal laws of the United States, the laws of the Commonwealth
of Pennsylvania, the laws of the State of New York and the General Corporation
Law of the State of Delaware. Accordingly, to the extent that any other laws
govern any of the matters as to which we express an opinion below, we have
assumed, without independent investigation, that the laws of such jurisdiction
are the same as those of the Commonwealth of Pennsylvania, and we express no
opinion as to whether such assumption is reasonable or correct.
Subject to the foregoing and the other matters set forth herein, it is
our opinion that, as of the date hereof:
1. The Exchange Notes, when authenticated by the Trustee and executed
and delivered by the Company in accordance with the terms of the Registration
Rights Agreement and the Indenture, will constitute legally valid and binding
obligations of the Company, enforceable against the Company in accordance with
their terms, except as the enforcement thereof may be limited by bankruptcy,
insolvency (including, without limitation, all laws relating to fraudulent
transfers), reorganization, moratorium or similar laws affecting the enforcement
of creditors' rights generally and except as enforcement thereof is subject to
general principles of equity (regardless of whether enforcement is considered in
a proceeding in equity or at law).
2. The Exchange Guarantee, when (i) the Exchange Notes have been
authenticated by the Trustee and executed and delivered by the Company in
accordance with the terms of the Registration Rights Agreement and the Indenture
upon the exchange and (ii) the Exchange Guarantee has been authenticated by the
Trustee and executed and delivered by the Guarantor in accordance with the terms
of the Registration Rights Agreement and the Indenture, will constitute a
legally valid and binding obligation of the Guarantor, enforceable against the
Guarantor in accordance with its terms, except as the enforcement thereof may be
limited by bankruptcy, insolvency (including, without limitation, all laws
relating to fraudulent transfers), reorganization, moratorium or similar laws
affecting the enforcement of creditors' rights generally and except as
enforcement thereof is subject to general principles of equity (regardless of
whether enforcement is considered in a proceeding in equity or at law).
We consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm contained under the
heading "Legal Matters" in the prospectus included therein. In giving this
consent, we do not hereby admit that we come within the category of persons
whose consent is required under Section 7 of the 1933 Act or the rules and
regulations thereunder.
Very truly yours,