EXHIBIT 5.1
[LETTERHEAD OF GIBSON, DUNN & CRUTHER LLP]
May 29, 2002
D.R. Horton, Inc.
1901 Ascension Blvd., Suite 100
Arlington, Texas 76006
Re: D.R. Horton, Inc. Exchange Offer
Ladies and Gentlemen:
As counsel for D.R. Horton, Inc., a Delaware corporation (the
"Company"), we are familiar with the Company's Registration Statement on Form
S-4 (the "Registration Statement"), filed with the Securities and Exchange
Commission (the "SEC") under the Securities Act of 1933 (as amended, the "Act")
on the date hereof, with respect to the proposed offer by the Company (the
"Exchange Offer") to exchange $250,000,000 aggregate principal amount of 8.5%
Senior Exchange Notes due 2012 (the "Exchange Notes") of the Company for a like
aggregate principal amount of privately placed 8.5% Senior Notes due 2012 (the
"Old Notes"). The Exchange Notes will be issued pursuant to the Indenture, dated
as of April 11, 2002 (the "Indenture"), among the Company, the guarantors named
therein (the "Guarantors") and American Stock Transfer & Trust Company, as
trustee (the "Trustee"), as supplemented by the First Supplemental Indenture,
dated as of April 11, 2002 (the "Supplemental Indenture"), among the Company,
the guarantors thereto and the Trustee, and will be guaranteed pursuant to the
terms of the Indenture and the notation thereof endorsed on the Exchange Notes
on a senior basis by the subsidiary guarantors thereto (the "Guarantees"). All
capitalized terms which are not defined herein shall have the meanings assigned
to them in the Registration Statement. The Exchange Notes and related
Guarantees, the Indenture and Supplemental Indenture are referred to herein as
the "Note Documents."
For the purpose of rendering this opinion, we have made such factual
and legal examination as we deemed necessary under the circumstances, and in
that connection we have examined, among other things, originals or copies of the
following:
(1) The Amended and Restated Certificate of Incorporation of
the Company, filed as an exhibit to the Company's Registration
Statement (No. 333-76175) on Form S-3, filed April 13, 1999;
D.R. Horton, Inc.
May 29, 2002
Page 2
(2) The Amended and Restated Bylaws of the Company, filed as
an exhibit to the Company's Quarterly Report on Form 10-Q for the
quarter ended December 31, 1998;
(3) The Indenture and Supplemental Indenture (and form of
Exchange Notes and related Guarantees), filed as exhibits to the
Registration Statement by incorporation by reference to the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31, 2002;
(4) The Statement of Eligibility of the Trustee on Form T-1
for the Exchange Notes, filed as an exhibit to the Registration
Statement; and
(5) Such records of the corporate proceedings of the Company,
such certificates and assurances from public officials, officers and
representatives of the Company, and such other documents as we have
considered necessary or appropriate for the purpose of rendering this
opinion.
In rendering the opinion expressed below, we have assumed:
(a) The genuineness of all signatures on, and the authenticity
of, all documents submitted to us as originals and the conformity to
original documents of all documents submitted to us as copies. With
respect to agreements and instruments executed by natural persons, we
have assumed the legal competency of such persons.
(b) Each of the parties to the Note Documents (including,
without limitation, the Company and the Guarantors) is a validly
existing corporation, limited partnership or limited liability company
in good standing under the laws of its state of formation and has all
requisite power and authority to execute, deliver and perform its
obligations under each of the Note Documents to which it is a party,
and the execution and delivery of such Note Documents by such party and
performance of its obligations thereunder have been duly authorized by
all necessary action and do not violate any law, regulation, order,
judgment or decree applicable to such party.
(c) The Note Documents have been duly and validly executed and
delivered by the Trustee. The Note Documents constitute the legal,
valid and binding agreements of the Trustee.
(d) There are no agreements or understandings between or among
the parties to the Note Documents that would expand, modify or
otherwise affect the terms of the Note Documents or the respective
rights or obligations of the parties thereunder.
D.R. Horton, Inc.
May 29, 2002
Page 3
On the basis of the foregoing examination, and in reliance thereon, and
subject to the receipt by the Company and the Guarantors from the Securities and
Exchange Commission of an order declaring the Registration Statement effective,
and the qualifications and limitations set forth below, we are of the opinion
that when the Exchange Notes and the Guarantees shall have been executed and
authenticated as specified in the Indenture and Supplemental Indenture and
exchanged as described in the Registration Statement, the Exchange Notes and
Guarantees will be duly authorized and valid and binding obligations of the
Company and the Guarantors.
The opinions set forth herein are subject to the following assumptions,
qualifications, limitations and exceptions:
A. We render no opinion herein as to matters involving the
laws of any jurisdiction other than the State of New York and the
United States of America. Our opinions set forth herein are limited to
the effect of the present state of applicable laws of the State of New
York and the United States of America and to the facts as they
presently exist. We assume no obligation to revise or supplement our
opinions should the present laws, or the interpretation thereof, be
changed or to revise or supplement these opinions in respect of any
circumstances or events that occur subsequent to the date hereof.
B. Our opinions set forth herein are subject to (i) the effect
of any bankruptcy, insolvency, reorganization, moratorium, arrangement
or similar laws affecting the enforcement of creditors' rights
generally (including, without limitation, the effect of statutory or
other laws regarding fraudulent transfers or preferential transfers)
and (ii) general principles of equity, regardless of whether a matter
is considered in a proceeding in equity or at law, including, without
limitation, concepts of materiality, reasonableness, good faith and
fair dealing and the possible unavailability of specific performance,
injunctive relief or other equitable remedies.
C. We express no opinion regarding (i) the effectiveness of
any waiver (whether or not stated as such) under the Note Documents of,
or any consent thereunder relating to, any unknown future rights or the
rights of any party thereto existing, or duties owing to it, as a
matter of law, (ii) the effectiveness of any waiver (whether or not
stated as such) contained in the Note Documents of rights of any party,
or duties owing to it, that is broadly or vaguely stated or does not
describe the right or duty purportedly waived with reasonable
specificity, (iii) the effectiveness of any waiver (whether or not
stated as such) contained in the Note Documents of stay, extension or
usury laws, (iv) any provision in the Note Documents relating to
indemnification, exculpation or contribution or (v) any provision of
the Note Documents requiring written amendments or waivers of such
documents insofar as it suggests that oral or other modifications,
amendments or waivers could not be effectively agreed upon by the
parties or that the doctrine of promissory estoppel might not apply.
D.R. Horton, Inc.
May 29, 2002
Page 4
D. We express no opinion as to (i) the effect on the
enforceability of any Guarantee against any Guarantor of any facts or
circumstances occurring after the date hereof that would constitute a
defense to the obligation of a guarantor or surety or (ii) the
effectiveness of any waiver of any such defense by any Guarantor under
the Note Documents.
This opinion may be filed as an exhibit to the Registration Statement.
Consent is also given to the reference to this firm under the caption "Legal
Matters" in the prospectus contained in the Registration Statement. In giving
this consent, we do not admit we are included in the category of persons whose
consent is required under Section 7 of the Act or the rules and regulations of
the Commission promulgated thereunder.
Very truly yours,
/s/ Gibson, Dunn & Crutcher LLP
GIBSON, DUNN & CRUTCHER LLP
IFS/RWB/ND