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EXHIBIT 5.1
[CENTEX CORPORATION LETTERHEAD]
March 22, 2001
Centex Corporation
2728 North Harwood
Dallas, Texas 75201
Ladies and Gentlemen:
I am Executive Vice President, Chief Legal Officer and Secretary of Centex
Corporation, a Nevada corporation (the "Company"), and have acted as counsel for
the Company in connection with the proposed issuance and sale by the Company of
up to $500,000,000 aggregate principal amount of Senior Medium-Term Notes,
Series E (the "Senior Debt Securities") and/or Subordinated Medium-Term Notes,
Series E (the "Subordinated Debt Securities" and together with the Senior Debt
Securities, the "Debt Securities"). The Debt Securities will constitute a series
of the Company's debt securities registered on a Registration Statement on Form
S-3 (Commission File No. 333-49966) filed by the Company, 3333 Holding
Corporation, Centex Development Company, L.P., Centex Trust I and Centex Trust
II with the Securities and Exchange Commission under the Securities Act of 1933,
as amended. The Senior Debt Securities will be issued under an Indenture, dated
as of October 1, 1998 (the "Senior Indenture"), between the Company and The
Chase Manhattan Bank, as Trustee (the "Trustee"), as amended and supplemented by
Indenture Supplement No. 7, dated as of March 22, 2001 (the "Senior Supplemental
Indenture") between the Company and the Trustee, and the Subordinated Debt
Securities will be issued under an Indenture, dated as of March 12, 1987 (the
"Subordinated Indenture") between the Company and the Trustee, as amended and
supplemented by Indenture Supplement No. 8, dated as of March 22, 2001 (the
"Subordinated Supplemental Indenture" and together with the Senior Indenture,
the Subordinated Indenture and the Senior Supplemental Indenture, the
"Indentures") between the Company and the Trustee. The Debt Securities will be
distributed pursuant to the Distribution Agreement, dated as of March 22, 2001
(the "Distribution Agreement") by and among the Company and the Agents named
therein.
In furnishing this opinion, I or members of my staff have examined and
relied upon copies of the Restated Articles of Incorporation and By-laws of the
Company, as amended to date (together, the "Charter Documents"), the Indentures,
the Distribution Agreement, corporate records of the Company, including minute
books of the Company, certificates of public officials
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and of representatives of the Company, statutes and other instruments and
documents as I have deemed necessary or appropriate to form a basis for the
opinions hereinafter expressed.
In connection with this opinion, I have assumed the genuineness of all
signatures on all documents examined by me and the authenticity of all documents
submitted to me as originals and the conformity to the originals of all
documents submitted to me as copies.
On the basis of the foregoing, and subject to the assumptions, limitations
and qualifications set forth herein, I am of the opinion that:
1. The Company is a corporation duly incorporated and validly existing in
good standing under the laws of the State of Nevada.
2. With respect to the Senior Debt Securities, when (a) the Board of
Directors of the Company or, to the extent permitted by the General Corporation
Law of the State of Nevada and the Charter Documents, a duly constituted and
acting committee thereof (such Board of Directors or committee being hereinafter
referred to as the "Board") has taken all necessary corporate action to
establish the terms of the Senior Debt Securities and to authorize and approve
the issuance thereof, and (b) the Senior Debt Securities have been duly
executed, authenticated, issued and delivered in accordance with the Senior
Indenture, the Senior Supplemental Indenture and the Distribution Agreement in
exchange for payment of the consideration therefor provided for therein, the
Senior Debt Securities will constitute legal, valid and binding obligations of
the Company, enforceable against the Company in accordance with their terms,
except as the enforceability thereof is subject to the effect of (i) bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance or other laws
relating to or affecting creditors' rights generally and (ii) general principles
of equity (regardless of whether such enforceability is considered in a
proceeding in equity or at law).
3. With respect to the Subordinated Debt Securities, when (a) the Board has
taken all necessary corporate action to approve and establish the terms of the
Subordinated Debt Securities and to authorize and approve the issuance thereof,
and (b) the Subordinated Debt Securities have been duly executed, authenticated,
issued and delivered in accordance with the Subordinated Indenture, the
Subordinated Supplemental Indenture and the Distribution Agreement in exchange
for payment of the consideration therefor provided for therein, the Subordinated
Debt Securities will constitute legal, valid and binding obligations of the
Company, enforceable against the Company in accordance with their terms, except
as the enforceability thereof is subject to the effect of (i) bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance or other laws
relating to or affecting creditors' rights generally and (ii) general principles
of equity (regardless of whether such enforceability is considered in a
proceeding in equity or at law).
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The opinions set forth above are limited to the laws of the State of Texas,
the State of Nevada and the United States of America. At your request, this
opinion is being furnished to you for filing as Exhibit 5.1 to the Company's
Current Report on Form 8-K.
Very truly yours,
/s/ RAYMOND G. SMERGE
Raymond G. Smerge
Executive Vice President,
Chief Legal Officer and Secretary
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