EXHIBIT 5.1
October 1, 2002
M.D.C. Holdings, Inc.
3600 S. Yosemite Street, Suite 900
Denver, Colorado 80237
Re: M.D.C. Holdings, Inc. Form S-3 Registration Statement
Ladies and Gentlemen:
We have acted as counsel to M.D.C. Holdings, Inc., a Delaware
corporation (the "Company"), in connection with the Company's Registration
Statement on Form S-3 (as amended, the "Registration Statement") filed with the
Securities and Exchange Commission (the "SEC") under the Securities Act of 1933
(as amended, the "Act"), on July 29, 2002, as amended on August 6, 2002,
September 3, 2002, September 23, 2002 and the date hereof. The Registration
Statement covers the offering and issuance from time to time by the Company of
up to $750,000,000 aggregate offering price of the following: (i) one or more
series of its debt securities (the "Debt Securities"), including guaranties
thereof by the co-registrants named in the Registration Statement, (ii) shares
of its Preferred Stock, par value $.01 per share (the "Preferred Stock"), or
(iii) shares of its Common Stock, par value $.01 per share (the "Common Stock").
All capitalized terms which are not defined herein shall have the
meanings assigned to them in the Registration Statement.
In connection with the Company's preparation and filing of the
Registration Statement, we have examined originals or copies of all documents,
corporate records or other writings that we consider relevant for the purposes
of this opinion. In such examination, we have assumed the genuineness of all
signatures on all original documents, the authenticity of all documents
submitted to us as originals, and the conformity to original documents of all
documents submitted to us as photocopies of originals. As to matters of fact not
directly within our actual knowledge, we have relied upon certificates,
telegrams and other documents from public officials in certain jurisdictions.
In connection with this opinion, we have examined the following
documents:
(1) The Certificate of Incorporation of the Company, as amended to
date;
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October 1, 2002
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(2) The Bylaws of the Company, as amended to date;
(3) The Form of Senior Indenture (and form of notes) filed as an
exhibit to the Registration Statement;
(4) The Form of Senior Subordinated Indenture (and form of notes)
filed as an exhibit to the Registration Statement;
(5) The Form of Junior Subordinated Indenture (and form of notes)
filed as an exhibit to the Registration Statement;
(6) Such records of the corporate proceedings of the Company, and
such other documents that we considered necessary or
appropriate for the purpose of rendering this opinion; and
(7) Such other certificates and assurances from public officials,
officers and representatives of the Company that we considered
necessary or appropriate for the purpose of rendering this
opinion.
On the basis of the foregoing examination, and in reliance thereon, we
are of the opinion that (subject to compliance with the pertinent provisions of
the Act and, with respect to the Indentures (as defined below) and the Debt
Securities, the Trust Indenture Act of 1939, as amended, and to compliance with
such securities or "blue sky" laws of any jurisdiction as may be applicable):
1. When (a) the Debt Securities in substantially the form contained in
(as appropriate) the Form of Senior Indenture, the Form of Senior Subordinated
Indenture or the Form of Junior Subordinated Indenture (as amended or
supplemented in accordance with the respective terms thereof, each an
"Indenture") shall have been authorized, executed and authenticated in
accordance with the terms of the applicable Indenture, (b) the Indentures shall
have been qualified under the Trust Indenture Act of 1939, duly executed and
delivered and (c) the Debt Securities shall have been issued and sold as
described in the Registration Statement, and if in an underwritten offering, in
accordance with the terms and conditions of the applicable underwriting
agreement, and in a manner contemplated in the Registration Statement, including
the Prospectus Supplement relating to any such Debt Securities, the Debt
Securities will be duly
M.D.C. Holdings, Inc.
October 1, 2002
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authorized and valid and binding obligations of the Company, subject to 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 general principles of
equity, regardless of whether enforceability is considered in a proceeding in
equity or at law.
2. When the Preferred Stock shall have been authorized, issued and sold
as described in the Registration Statement, and if in an underwritten offering,
in accordance with the terms and conditions of the applicable underwriting
agreement, and in a manner contemplated in the Registration Statement, including
the Prospectus Supplement relating to the applicable series of such Preferred
Stock, the Preferred Stock will be validly issued, fully paid and nonassessable.
3. When the Common Stock shall have been authorized, issued and sold as
described in the Registration Statement, and if in an underwritten offering, in
accordance with the terms and conditions of the applicable underwriting
agreement, and in a manner contemplated in the Registration Statement, including
the Prospectus Supplement relating to the applicable offering of such Common
Stock, the Common Stock will be validly issued, fully paid and nonassessable.
The opinions expressed herein are limited to the laws of the States of
Colorado and New York, the General Corporation Law of the State of Delaware and
the federal laws of the United States of America.
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 SEC promulgated thereunder.
The opinions expressed herein are rendered as of the date hereof. We do
not undertake to advise you of matters that may come to our attention subsequent
to the date hereof and that may affect the opinions expressed herein, including
without limitation, future changes in applicable law. This letter is our opinion
as
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October 1, 2002
Page 4
to certain legal conclusions as specifically set forth herein and is not and
should not be deemed to be a representation or opinion as to any factual
matters. The opinions expressed herein may not be quoted in whole or in part or
otherwise used or referred to in connection with any other transactions.
Very truly yours,
/s/ HOLME ROBERTS & OWEN LLP