EXHIBIT 5.1
CENTEX
CENTEX CORPORATION
P.O. Box 199000
Dallas, Texas 75219-9000
2728 North Harwood
RAYMOND G. SMERGE Dallas, Texas 75201-1516
Executive Vice President, Secretary Phone: 214 981-6530
and Chief Legal Officer FAX: 214 981-6855
rsmerge@centex.com
May 5, 2004
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 issuance and sale of $350,000,000 aggregate
principal amount of 5.70% Senior Notes due 2014 of the Company (the "Notes").
The Notes are part of a series of the Company's senior debt securities
registered on a Registration Statement on Form S-3 (Commission File No.
333-83212) 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 Notes will
be issued under an Indenture, dated as of October 1, 1998 (the "Original
Indenture), between the Company and JPMorgan Chase Bank (formerly The Chase
Manhattan Bank), as Trustee (the "Trustee"), as amended and supplemented by
Indenture Supplement No. 14 dated as of May 5, 2004 (the "Supplemental
Indenture" and, together with the Original Indenture, the "Indenture"), between
the Company and the Trustee.
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, the Original Indenture and the Supplemental
Indenture, corporate records of the Company, including minute books of the
Company, certificates of public officials 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.
May 5, 2004
Page Two
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. The Notes have been duly authorized by the Company and, when
authenticated by the Trustee and delivered in accordance with the terms of the
Indenture against payment therefor as provided in the Underwriting Agreement,
dated as of April 28, 2004, between the Company and Citigroup Global Markets
Inc., J.P. Morgan Securities Inc., Banc of America Securities LLC and Credit
Suisse First Boston LLC, will be legally 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).
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
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Raymond G. Smerge
Executive Vice President, Secretary
and Chief Legal Officer