EXHIBIT 5(a)
[Honigman Miller Schwartz and Cohn LLP Letterhead]
September __, 2003
Pulte Homes, Inc.
100 Bloomfield Hills Parkway
Suite 300
Bloomfield Hills, Michigan 48304
Ladies and Gentlemen:
We are acting as counsel for Pulte Homes, Inc., a Michigan corporation
(the "Corporation"), and the Additional Registrants (as defined in the
Registration Statement), in connection with the preparation of the Registration
Statement on Form S-3 (the "Registration Statement") filed by the Corporation
and the Additional Registrants ( the Corporation and the Additional Registrants,
the "Registrants"), with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act"). The Registration Statement relates to the proposed issuance and sale from
time to time pursuant to Rule 415 under the Securities Act, of up to $1.5
billion aggregate initial offering price (or the equivalent thereof in one or
more foreign currencies or composite currencies) of (i) the Corporation's common
shares, par value $.01 per share (the "Common Stock"), (ii) debt securities of
the Corporation (the "Debt Securities"), which may be senior or subordinated
debt securities, convertible into shares of Common Stock, and which shall be
guaranteed (the "Guarantees") by the Additional Registrants (the "Guarantors"),
(iii) warrants of the Corporation to purchase other securities (the "Warrants"),
(iv) the Corporation's stock purchase contracts (the "Stock Purchase
Contracts"), (v) the Corporation's stock purchase units (the "Stock Purchase
Units"), consisting of Stock Purchase Contracts and other securities, and (vi)
preferred securities of the Trusts (the "Trust Preferred Securities"). The
Common Stock, Debt Securities, Guarantees, Warrants, Stock Purchase Contracts,
Stock Purchase Units and Trust Preferred Securities may be hereinafter referred
to as the "Securities." The Debt Securities will be issued under indentures (as
amended or supplemented, the "Indentures"), between the Corporation, the
Guarantors and an entity or entities designated as trustee (collectively or
singularly, as applicable, the "Trustee").
Based upon our examination of such documents and other matters as we
deem relevant and subject to the qualifications hereinafter set forth, we are
the opinion that:
1. When the Registration Statement has become effective, the specific
terms of the particular Debt Securities have been established in
accordance with the applicable Indentures and such Debt Securities have
been duly issued, authorized, executed, authenticated or countersigned
and delivered in accordance with the provisions of the applicable
Indentures against payment therefor, such Debt Securities will be
validly issued and will constitute valid and binding obligations of the
Corporation, entitled to the
benefits of the applicable Indentures and Debt Securities and
enforceable against the Corporation in accordance with such Indentures'
and Debt Securities' terms.
2. When the Registration Statement has become effective, the specific
terms of the convertible Debt Securities, if any, have been established
in accordance with the applicable Indentures and such Debt Securities
have been duly issued, authorized, executed, authenticated or
countersigned and delivered in accordance with the provisions of the
applicable Indentures against payment therefor, the Common Stock
issuable upon the conversion or exchange of such convertible Debt
Securities will, when duly authorized, executed, issued and delivered
upon such conversion or exchange in accordance with the terms of the
applicable Indentures, be validly issued, fully paid and nonassessable.
3. When the Registration Statement has become effective, the specific
terms of the particular Debt Securities and particular Guarantees have
been established in accordance with the applicable Indentures and such
Debt Securities and Guarantees have been duly issued, authorized,
executed, authenticated or countersigned and delivered in accordance
with the provisions of the applicable Indentures, against payment
therefor (in the case of the Debt Securities), such Guarantees will be
validly issued and will constitute valid binding obligations of the
respective Guarantors, entitled to the benefits of the applicable
Indentures and Guarantees and enforceable against the respective
Guarantors in accordance with such Indentures' and Guarantees' terms.
4. When the Registration Statement has become effective and the Common
Stock, if any, has been duly issued and delivered against payment
therefor in accordance with the prospectus and applicable prospectus
supplement forming a part of the Registration Statement, such Common
Stock will be validly issued, fully paid and nonassessable.
5. When the Registration Statement has become effective and (a) the
Board has taken all necessary corporate action to approve the creation
of and the issuance and terms of the Warrants, the terms of the
offering thereof and related matters, (b) the warrant agreement or
agreements relating to the Warrants have been duly authorized and
validly executed and delivered by the Corporation and the warrant agent
appointed by the Corporation, and (c) the Warrants or certificates
representing the Warrants have been duly executed, countersigned,
registered and delivered in accordance with the appropriate warrant
agreement or agreements and the applicable definitive purchase,
underwriting or similar agreement approved by the Board in exchange for
payment of the consideration therefor provided for therein, the
Warrants will be duly authorized and validly issued and will constitute
legal, valid and binding obligations of the Corporation, enforceable
against the Corporation in accordance with their terms.
6. With respect to the Stock Purchase Contracts, when (a) the Board has
taken all necessary corporate action to approve and establish the terms
of such Stock Purchase Contracts and to authorize and approve the
issuance thereof, the terms of the offering thereof and related
matters, and (b) the Stock Purchase Contracts have been duly executed
and delivered in accordance with the applicable definitive purchase,
underwriting or similar agreement approved by the Board in exchange for
payment of the consideration therefor provided for therein, the Stock
Purchase Contracts will constitute legal, valid and binding obligations
of the Corporation, enforceable against the Corporation in accordance
with their terms.
7. With respect to the Stock Purchase Units, when (a) the Board has
taken all necessary corporate action to approve and establish the terms
of such Stock Purchase Units and to authorize and approve the issuance
thereof, the terms of the offering thereof and related matters, and (b)
the Stock Purchase Units have been duly executed and delivered in
accordance with the applicable definitive purchase, underwriting or
similar agreement approved by the Board in exchange for payment of the
consideration therefor provided for therein, the Stock Purchase Units
(including, if applicable, debt securities of the Registrants included
in the Units) will constitute legal, valid and binding obligations of
the Corporation, enforceable against the Corporation in accordance with
their terms.
In giving the opinions set forth in paragraphs 1, 2 and 3 above, we
have assumed the due execution and delivery of the Indentures by the Trustee
(pursuant to appropriate corporate authority), the Corporation and the
Guarantors. In giving the opinions set forth in paragraphs 1, 2, 3, 4, 5, 6 and
7 above, we have also assumed that (i) at or prior to the time of the delivery
of each Security, the authorization of the Securities will be applicable to each
Security and will not have been modified or rescinded, and there will not have
occurred any change in law affecting such Security, including its validity or
enforceability, and (ii) none of the terms of any Security to be established
subsequent to the date hereof, nor the issuance and delivery of such Security
nor the compliance by the Corporation or the Guarantors, as applicable, with the
terms of such Security, will violate any applicable law or will result in a
violation of any provision of any instrument or agreement then binding upon the
Corporation or the Guarantors, as applicable, or any restriction imposed by any
court or governmental body having jurisdiction over the Corporation or the
Guarantors, as applicable.
In addition, our opinions set forth in paragraphs 1, 3, 5, 6 and 7
above are subject to applicable bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium or other laws affecting creditors' rights generally
from time to time in effect and to general principles of equity, regardless of
whether such enforceability is considered in a proceeding at law or in equity.
We are aware that we are referred to under the heading "Legal Experts"
in the prospectus forming a part of the Registration Statement, and we hereby
consent to such use of our name therein and the filing of this Opinion as
Exhibit 5.1 to the Registration Statement. In giving such consents, we do not
admit that we come within the category of persons whose consent is required
under Section 7 of the Securities Act or the Rules and Regulations of the
Commission thereunder.
Very truly yours,
/s/ HONIGMAN MILLER SCHWARTZ AND COHN LLP
DF/JFO/NHB/NRH