Exhibit 5.1
[Simpson Thacher & Bartlett LLP Letterhead]
May 11, 2005
WCI Communities, Inc.
24301 Walden Center Drive
Bonita Springs, Florida 34134
Ladies and Gentlemen:
We have acted as counsel to WCI Communities, Inc., a Delaware
corporation (the "Company"), the subsidiaries of the Company named in Schedule I
attached hereto (the "Delaware Guarantors") and the subsidiaries of the Company
named in Schedule II attached hereto (the "Non-Delaware Guarantors" and,
together with the Delaware Guarantors, the "Guarantors"), in connection with the
Registration Statement on Form S-4 (the "Registration Statement") filed by the
Company and the Guarantors with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), relating
to the issuance by the Company of $200,000,000 aggregate principal amount of
6-5/8% Senior Subordinated Notes due 2015 (the "Exchange Securities") and the
issuance by the Guarantors of guarantees (the "Guarantees") with respect to the
Exchange Securities. The Exchange Securities and the Guarantees will be issued
under an indenture dated as of March 10, 2005 (the "Indenture") among the
Company, the Guarantors and The Bank of New York Trust Company, N.A. (the
"Trustee"). The Exchange Securities will be offered by the Company in exchange
for $200,000,000 aggregate principal amount of its outstanding 6-5/8% Senior
Subordinated Notes due 2015 (the "Securities").
We have examined (i) the Registration Statement, (ii) the Indenture,
which has been filed with the Commission as an exhibit to the Registration
Statement and (iii) the Exchange Securities and the Guarantees, forms of which
have been filed as exhibits to the Registration Statement. We also have examined
the originals, or duplicates or certified or conformed copies, of such corporate
records, agreements, documents and other instruments and have made such other
investigations as we have deemed relevant and necessary in connection with the
opinions hereinafter set forth. As to questions of fact material to this
opinion, we have
relied upon certificates or comparable documents of public officials and of
officers and representatives of the Company and the Guarantors.
In rendering the opinions set forth below, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as duplicates or certified
or conformed copies and the authenticity of the originals of such latter
documents. We also have assumed that the Indenture is the valid and legally
binding obligation of the Trustee.
Based upon the foregoing, and subject to the qualifications,
assumptions and limitations stated herein, we are of the opinion that:
1. When the Exchange Securities have been duly executed,
authenticated, issued and delivered in accordance with the provisions of the
Indenture upon the exchange, the Exchange Securities will constitute valid and
legally binding obligations of the Company enforceable against the Company in
accordance with their terms.
2. When (a) the Exchange Securities have been duly executed,
authenticated, issued and delivered in accordance with the provisions of the
Indenture upon the exchange and (b) the Guarantees have been duly issued, the
Guarantees will constitute valid and legally binding obligations of the
Guarantors enforceable against the Guarantors in accordance with their terms.
Our opinions set forth above are subject to (i) the effects of
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
other similar laws relating to or affecting creditors' rights generally, (ii)
general equitable principles (whether considered in a proceeding in equity or at
law) and (iii) an implied covenant of good faith and fair dealing.
Insofar as the opinions expressed in paragraph 2 hereof relate to or
are dependent upon matters governed by the laws of the State of Florida, we have
relied upon the opinion of James D. Cullen, counsel to the Company, dated the
date hereof.
We do not express any opinion herein concerning any law other than
the law of the State of New York, the federal law of the United States and the
Delaware General Corporation Law and the Delaware Limited Liability Company Act
(including statutory
provisions, all applicable provisions of the Delaware Constitution and reported
judicial decisions interpreting the foregoing) and, to the extent set forth
herein, the law of the State of Florida.
We hereby consent to the filing of this opinion letter as Exhibit
5.1 to the Registration Statement and to the use of our name under the caption
"Legal Matters" in the Prospectus included in the Registration Statement.
Very truly yours,
/s/ Simpson Thacher & Bartlett LLP
SIMPSON THACHER & BARTLETT LLP
SCHEDULE I
DELAWARE GUARANTORS
Bay Colony - Gateway, Inc.
Communities Finance Company, LLC
First Fidelity Title, Inc.
Pelican Landing Golf Resort Ventures, Inc.
Sun City Center Golf Properties, Inc.
Tiburon Golf Ventures, Inc.
Watermark Realty, Inc.
SCHEDULE II
NON-DELAWARE GUARANTORS*
Bay Colony of Naples, Inc.
Bay Colony Realty Associates, Inc.
Communities Amenities, Inc.
Communities Home Builders, Inc.
Community Specialized Services, Inc.
Coral Ridge Communities, Inc.
Coral Ridge Properties, Inc.
Coral Ridge Realty, Inc.
Coral Ridge Realty Sales, Inc.
Financial Resources Group, Inc.
Florida Design Communities, Inc.
Florida Lifestyle Management Company
Florida National Properties, Inc.
Gateway Communities, Inc.
Gateway Communications Services, Inc.
Gateway Realty Sales, Inc.
Heron Bay, Inc.
Heron Bay Golf Course Properties, Inc.
JYC Holdings, Inc.
Livingston Road, Inc.
Marbella at Pelican Bay, Inc.
Pelican Bay Properties, Inc.
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* Each Non-Delaware Guarantor is incorporated in the State of Florida.
Pelican Landing Communities, Inc.
Pelican Landing Properties, Inc.
Pelican Marsh Properties, Inc.
Sarasota Tower, Inc.
Sun City Center Realty, Inc.
The Colony at Pelican Landing Golf Club, Inc.
Tarpon Cove Yacht & Racquet Club, Inc.
Tarpon Cove Realty, Inc.
Watermark Realty Referral, Inc.
WCI Architecture & Land Planning, Inc.
WCI Amenities, Inc.
WCI Business Development, Inc.
WCI Capital Corporation
WCI Communities Property Management, Inc.
WCI Golf Group, Inc.
WCI Homes, Inc.
WCI Homebuilding, Inc.
WCI Homebuilding Northeast U.S., Inc.
WCI Marketing, Inc.
WCI Towers, Inc.
WCI Realty, Inc.