EXHIBIT 5(a)
[SIDLEY LOGO] SIDLEY AUSTIN LLP BEIJING GENEVA SAN FRANCISCO
ONE SOUTH DEARBORN BRUSSELS HONG KONG SHANGHAI
CHICAGO, IL 60603 CHICAGO LONDON SINGAPORE
(312) 853 7000 DALLAS LOS ANGELES TOKYO
(312) 853 7036 FAX FRANKFURT NEW YORK WASHINGTON, DC
FOUNDED 1866
May 16, 2006
Pulte Homes, Inc.
100 Bloomfield Hills Parkway, Suite 300
Bloomfield Hills, MI 48304
Re: Pulte Homes, Inc. Registration Statement on Form S-3
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-3 (the
"Registration Statement") (File No. 333-133876) filed by Pulte Homes, Inc., a
Michigan corporation (the "Company"), and the Additional Registrants (as defined
in the Registration Statement) with the Securities and Exchange Commission (the
"SEC") under the Securities Act of 1933, as amended (the "Securities Act"),
relating to the registration of an unlimited amount of: (i) shares of the
Company's common stock, $0.01 par value ("the Common Stock"); (ii) debt
securities of the Company (the "Debt Securities"), which may be unsecured senior
debt securities (the "Senior Debt Securities") and/or unsecured subordinated
debt securities (the "Subordinated Debt Securities"), and which Senior Debt
Securities will be guaranteed (the "Guarantees") by the Additional Registrants
(the "Guarantors"); (iii) warrants to purchase Common Stock, Debt Securities or
other securities of the Company (the "Warrants"); (iv) shares of the Company's
Preferred Stock, $0.01 par value (the "Preferred Stock"), which may be
represented by depositary shares ("Depositary Shares"); (v) stock purchase
contracts (the "Stock Purchase Contracts"); and (vi) stock purchase units (the
"Stock Purchase Units" and, together with the Common Stock, Debt Securities,
Guarantees, Warrants, Preferred Stock, Depositary Shares and Stock Purchase
Contracts, the "Securities"). In accordance with the applicable rules and
regulations of the SEC, the Registration Statement become automatically
effective upon its filing with the SEC on May 8, 2006.
The Securities were authorized for issuance, offering and sale by
the Board of Directors of the Company by resolutions duly adopted on May 5, 2006
(the "Board Resolutions"). Pursuant to the Board Resolutions, the Board of
Directors authorized the Finance Committee of the Board of Directors to
authorize and approve, from time to time, the specific terms and conditions of
the issuance and sale of any particular Securities. On May 5, 2006, the Finance
Committee adopted resolutions (the "Finance Committee Resolutions") authorizing
and approving the terms and conditions applicable to the issuance and sale by
the Company of $150,000,000 aggregate principal amount of the Company's 7.375%
Senior Notes due 2046 (the "2046 Senior Notes"). The Company's obligations under
the 2046 Senior Notes will be guaranteed by the Guarantors pursuant to
Guarantees to be executed and delivered by the Guarantors relating to the 2046
Senior Notes (the "2046 Senior Note Guarantees"). The 2046
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Pulte Homes, Inc.
May 16, 2006
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Senior Note Guarantees and the execution and delivery by the Guarantors thereof
were authorized by resolutions duly adopted by the board of directors (or
similar governing body) of each Guarantor (the "Guarantor Resolutions"). The
2046 Senior Notes will be issued pursuant to an indenture supplement (the
"Indenture Supplement") to be entered into under the Indenture (the "Senior
Indenture") dated as of October 24, 1995 between the Company and J.P. Morgan
Trust Company, National Association, as Trustee (the "Trustee"), as previously
amended by thirteen indenture supplements thereto. A Prospectus Supplement dated
May 10, 2006 (the "Prospectus Supplement") relating to the 2046 Senior Notes and
the 2046 Senior Note Guarantees was filed with the SEC on May 12, 2006.
In rendering the opinions expressed below, we have examined and
relied upon a copy of the Registration Statement, the exhibits filed therewith
and the Prospectus Supplement. We have also examined originals, or copies of
originals certified to our satisfaction, of such agreements, documents,
certificates and statements of government officials and other instruments, and
have examined such questions of law and have satisfied ourselves to such matters
of fact, as we have considered relevant and necessary as a basis for this
letter. We have assumed the authenticity of all documents submitted to us as
originals, the genuineness of all signatures, the legal capacity of all persons
and the conformity with the original documents of any copies thereof submitted
to us for examination.
Based on the foregoing, we are of the opinion that:
1. The 2046 Senior Notes will be legally issued and binding
obligations of the Company (subject to bankruptcy, insolvency, reorganization,
moratorium, fraudulent transfer or other laws of general applicability relating
to or affecting the enforcement of creditors' rights generally and by the effect
of general principles of equity, regardless of whether considered in a
proceeding in equity or at law) when: (i) the Indenture Supplement relating
thereto shall have been executed and delivered by the Company, each of the
Guarantors and the Trustee and (ii) the 2046 Senior Notes shall have been duly
executed and authenticated and issued as provided in the Senior Indenture, the
Indenture Supplement, the Board Resolutions and the Finance Committee
Resolutions and shall have been duly delivered to the purchasers thereof against
payment of the agreed consideration therefor.
2. The 2046 Senior Note Guarantees will be legally issued and
binding obligations of the Guarantors (subject to bankruptcy, insolvency,
reorganization, moratorium, fraudulent transfer or other laws of general
applicability relating to or affecting the enforcement of creditors' rights
generally and by the effect of general principles of equity, regardless of
whether enforceability is considered in a proceeding in equity or at law) when:
(i) the Indenture Supplement relating thereto shall have been executed and
delivered by the Company, each of the Guarantors and the Trustee; (ii) the 2046
Senior Notes to which the 2046 Senior Note Guarantees relate shall have been
duly issued as set forth in paragraph 1 above; (iii) the 2046 Senior Note
Guarantees shall have been duly executed, countersigned and issued in accordance
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Pulte Homes, Inc.
May 16, 2006
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with the Senior Indenture, the Indenture Supplement and the Guarantor
Resolutions and shall have been delivered to the purchasers of the 2046 Senior
Notes to which such 2046 Senior Note Guarantees relate against payment of the
agreed consideration therefor.
For the purposes of this letter, we have assumed that, at the time
of the issuance, sale and delivery of each 2046 Senior Notes and the 2046 Senior
Note Guarantees: (i) such 2046 Senior Notes and the 2046 Senior Note Guarantees
being offered will be issued and sold as contemplated in the Registration
Statement or the Prospectus Supplement; (ii) the terms of any 2046 Senior Notes
or 2046 Senior Note Guarantees will not violate any applicable law or result in
a default under or breach of any agreement or instrument binding upon the
Company or any Guarantor, and will comply with any requirements or restrictions
imposed by any court or governmental body having jurisdiction over the Company
or any Guarantor; (iii) the authorization thereof by the Company or the
Guarantors will not have been modified or rescinded, and there will not have
occurred any change in law affecting the validity, legally binding character or
enforceability thereof; (iv) the Senior Indenture will not have been modified or
amended subsequent to the date of the Indenture Supplement; and (v) the Articles
of Incorporation of the Company or any Guarantor (or similar governing
instrument), as currently in effect, will not have been modified or amended and
will be in full force and effect. We have further assumed that each Indenture
Supplement will be governed by the laws of the State of New York. With respect
to any instrument or agreement executed or to be executed by any party, we have
assumed, to the extent relevant to the opinions set forth herein, that (i) such
party (if not a natural person) has been duly formed or organized and is validly
existing and in good standing under the laws of its jurisdiction of formation or
organization and (ii) such party has full right, power and authority to execute,
deliver and perform its obligations under each instrument or agreement to which
it is a party and each such instrument or agreement has been duly authorized (if
applicable), executed and delivered by, and is a valid, binding and enforceable
agreement or obligation, as the case may be, of such party. We have also assumed
that no event has occurred or will occur that would cause the release of the
Guarantee by any Guarantor under the terms of the Senior Indenture.
We hereby consent to the filing of this letter as an Exhibit to the
Registration Statement and to all references to our firm included in or made a
part of the Registration Statement. In giving such consent, we do not thereby
admit that we are in the category of persons whose consent is required under
Section 7 of the Securities Act or the rules or regulations promulgated
thereunder.
Very truly yours,
/s/ Sidley Austin LLP