February 5, 2003

Salomon Smith Barney, Inc.
Banc One Capital Markets, Inc.
Banc of America Securities LLC
Deutsche Bank Securities Inc.
Wachovia Securities, Inc.
Comerica Securities, Inc.
Credit Lyonnais Securities (USA) Inc.
UBS Warburg LLC
c/o Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York 10013

Re:   Lennar Corporation

Ladies and Gentlemen:

We have acted as counsel to Lennar Corporation, a Delaware corporation (the
"Company"), in connection with the offer and sale by the Company of $350,000,000
principal amount of its 5.95% Senior Notes due 2013 (the "Securities"). This
opinion is given pursuant to Section 6(b) of the Underwriting Agreement, dated
January 31, 2003 (the "Underwriting Agreement"), among the Company and you.
Except as otherwise indicated, terms used in this letter have the meanings given
to them in the Underwriting Agreement.

In rendering the opinions expressed below, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of such documents,
corporate records and other instruments as we have deemed necessary, including
executed counterparts of the Underwriting Agreement and the Indenture.

We have relied as to matters of fact that we could not confirm independently
upon certificates and written statements of public officials and of officers and
employees of the Company (including the representations made in the Underwriting
Agreement).

In examining documents, we have assumed the genuineness of all signatures, the
authenticity of all documents purporting to be originals, and the conformity to
the respective originals of all documents purporting to be copies.

Based on the foregoing, and such examination of law as we have deemed necessary,
we are of the opinion that:

1. The Company has been duly organized and is validly existing as a corporation
in good standing under the laws of the State of Delaware, with corporate power
and authority to own or lease its properties and conduct its business as
described in the Final Prospectus; the Company is duly qualified

to transact business in all jurisdictions in which the conduct of its business
requires such qualification, except where we have been advised that the failure
to qualify would not have a materially adverse effect upon the business of the
Company and the subsidiaries taken as a whole.

2. The Company has authorized and outstanding capital stock as set forth under
the caption "Capitalization" in the Final Prospectus; and no preemptive rights
of stockholders exist under the Certificate of Incorporation or By-laws of the
Company or under the DGCL with respect to the capital stock or any other
securities of the Company or the issue or sale thereof by the Company

3. Except as described in the Final Prospectus, to the best of our knowledge, no
holder of any securities of the Company or any other person has the right,
contractual or otherwise, that has not been satisfied or effectively waived, to
cause the Company to sell or otherwise issue to them, or to permit them to
underwrite the sale of, any of the Securities.

4. The Company has all requisite corporate power and authority to execute,
deliver and perform its obligations under the Securities and the Indenture.

5. The Indenture has been duly qualified under the Trust Indenture Act; the
Indenture has been duly and validly authorized, executed and delivered by the
Company, and (assuming the due authorization, execution and delivery of the
Indenture by the Trustee) constitutes the valid and legally binding agreement of
the Company and each of the Guarantors listed on Exhibit A (the "Designated
Guarantors"), enforceable against the Company and each of the Designated
Guarantors in accordance with its terms, except that the enforcement thereof is
subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance,
moratorium or other similar laws now or hereafter in effect relating to
creditors' rights generally and (ii) general principles of equity and the
discretion of the court before which any proceeding to enforce the Indenture may
be brought (regardless of whether such enforcement is considered in a proceeding
in equity or at law).

6. The Securities and the Guarantees are in the form contemplated by the
Indenture. The Securities have each been duly and validly authorized, executed
and delivered by the Company and, when paid for by the Underwriter in accordance
with the terms of the Underwriting Agreement (assuming the due authorization,
execution and delivery of the Indenture by the Trustee and due authentication
and delivery of the Securities by the Trustee in accordance with the Indenture),
will constitute the valid and legally binding obligations of the Company,
entitled to the benefits of the Indenture, and enforceable against the Company
in accordance with their terms, except that the enforcement thereof is subject
to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium
or other similar laws now or hereafter in effect relating to creditors' rights
generally and (ii) general principles of equity and the discretion of the court
before which any proceeding to enforce the Securities may be brought (regardless
of whether such enforcement is considered in a proceeding in equity or at law).

7. The Guarantees by the Designated Guarantors will constitute the valid and
legally binding obligations of the Designated Guarantors, entitled to the
benefits of the Indenture, and enforceable against the Designated Guarantors in
accordance with their terms, except that the enforcement thereof is subject to
(i) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or
other similar laws now or hereafter in effect relating to creditors' rights
generally and (ii) general principles of equity and the discretion of the court
before which any proceeding to enforce the Guarantees may be brought (regardless
of whether such enforcement is considered in a proceeding in equity or at law).



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8. The Company has all requisite corporate power and authority to execute,
deliver and perform its obligations under the Underwriting Agreement and to
consummate the transactions contemplated thereby; the Underwriting Agreement and
the consummation by the Company of the transactions contemplated thereby have
been duly and validly authorized by the Company. The Underwriting Agreement has
been duly executed and delivered by the Company.

9. The Indenture and the Securities conform as to legal matters in all material
respects to the descriptions of them contained in the Final Prospectus.

10. The Registration Statement has become effective under the Act and, to the
best of our knowledge, no stop order proceedings with respect thereto have been
instituted or are pending or threatened under the Act.

11. The Registration Statement, the Final Prospectus, each amendment or
supplement to either of them and each document incorporated by reference therein
complies as to form in all material respects with the requirements of the Act or
the Exchange Act, as applicable, and the applicable rules and regulations
thereunder (except that we express no opinion as to the financial statements and
related schedules incorporated by reference therein). The conditions for the
Company's use of Form S-3, set forth in the General Instructions thereto, have
been satisfied.

12. The statements under the caption "Description of the Notes" in the Final
Prospectus, insofar as such statements constitute a summary of documents
referred to therein or matters of law, fairly summarize in all material respects
the information called for with respect to such documents and matters.

13. We do not know of any contracts or documents required to be filed as
exhibits to or incorporated by reference in the Registration Statement or
described in the Registration Statement or the Final Prospectus that were not so
filed, incorporated by reference or described as required, and such contracts
and documents as are summarized in the Registration Statement or the Final
Prospectus are fairly summarized in all material respects.

14. We know of no material legal or governmental proceedings pending or
threatened against the Company, the Designated Guarantors or any other
subsidiaries of the Company, except as set forth in or contemplated by the Final
Prospectus.

15. The execution and delivery of the Underwriting Agreement, the Indenture, the
Securities and the Guarantees and the consummation of the transactions therein
contemplated do not and will not conflict with or result in a breach of any of
the terms or provisions of, or constitute a default under (or an event that with
the giving of notice or lapse of time or both would constitute a default under)
or result in the imposition or creation of (or the obligation to impose or
create) a lien on any property or assets of the Company with respect to, the
charter or bylaws of the Company, or any agreement or instrument known to us to
which the Company is a party or by which the Company may be bound or any order,
rule or regulation known to us to be applicable to the Company of any court or
of any regulatory body or administrative agency or other governmental body
having jurisdiction over the Company.

16. No approval, consent, order, authorization, designation, declaration or
filing by or with any regulatory, administrative or other governmental body is
necessary in connection with the execution and delivery of the Underwriting
Agreement, the Indenture, the Securities and the Guarantees and the consummation
of the transactions therein contemplated (other than as may be required by the
National


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Association of Securities Dealers, Inc. or as required by state securities and
Blue Sky laws, as to which we express no opinion), except for the filing and
effectiveness of the Registration Statement, and the filing of the Final
Prospectus, under the Act and the qualification of the Indenture under the Trust
Indenture Act, all of which have been made or occurred.

17. The Company is not, and will not become, as a result of the consummation of
the transactions contemplated by the Underwriting Agreement and application of
the net proceeds therefrom as described in the Final Prospectus, required to
register as an investment company under the Investment Company Act of 1940, as
amended.

In addition, we have reviewed the Registration Statement and participated in the
preparation of the Final Prospectus (but not necessarily all of the documents
incorporated by reference in the Registration Statement) and in conferences with
officers and other representatives of the Company, counsel to the Company,
representatives of the independent public accountants for the Company and your
representatives, at which the contents of the Final Prospectus and related
matters were discussed, and we have reviewed certain corporate records,
documents and proceedings. On the basis of the foregoing, nothing has come to
our attention that causes us to believe that the Registration Statement, at the
time the Registration Statement became effective, contained an untrue statement
of a material fact or omitted to state a material fact required to be stated
therein or necessary to make the statements therein not misleading, or that the
Final Prospectus, as of its date or the date of this letter, included or
includes an untrue statement of a material fact or omitted or omits to state a
material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading (it being
understood that we express no belief with respect to the financial statements,
related financial schedules and other financial data included or incorporated by
reference in or excluded from the Registration Statement or the Final
Prospectus).

The limitations inherent in the independent verification of factual matters and
the character of determinations involved in the preparation of a disclosure
document are such, however, that we do not assume any responsibility for the
accuracy, completeness or fairness of the statements contained in the
Registration Statement or the Final Prospectus or any amendments or supplements
to them (including any of the documents incorporated by reference in them),
except as set forth in paragraph (12) above.

The opinions set forth in this letter relate only to the federal securities laws
of the United States of America and the laws of the States of New York and the
General Corporation Law of the State of Delaware, and we express no opinion as
to the laws of another jurisdiction and we assume no responsibility for the
applicability or effect of the law of any other jurisdiction.

This opinion is based upon the law as in effect and the facts known to us on the
date hereof. We have not undertaken to advise you of any subsequent changes in
the law or of any facts that hereafter may come to our attention. The phrase "to
our knowledge" and similar expressions as used herein refer to the actual
knowledge of the individual lawyers in the firm who have participated directly
and substantially in the specific transaction to which this opinion relates.

This letter is given solely for your benefit and may not be relied upon by any
other person for any purpose without our prior written consent in each instance.

Very truly yours,

/s/ Clifford Chance US LLP



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                                    EXHIBIT A

                              Designated Guarantors

Greystone Homes, Inc., a Delaware corporation
Lennar Financial Services, LLC, a Florida limited liability company
Lennar Homes, Inc., a Florida corporation
Lennar Homes of Arizona, Inc., an Arizona corporation
Lennar Homes of California, Inc., a California corporation
Lennar Homes of Texas Land and Construction, Ltd., a Texas limited
    liability company
Lennar Homes of Texas Sales and Marketing, Ltd., a Texas limited
    liability company
Lennar Texas Holding Company, a Texas corporation
U.S. Home Corporation, a Delaware corporation
Lennar Pacific Properties Management, Inc., a Delaware corporation






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