.
.
.
EXHIBIT 5.3
HAGEN & PARSONS
A PROFESSIONAL CORPORATION
ATTORNEYS AND COUNSELORS
TIM HAGEN WELLINGTON CENTRE
DIRECT DIAL NUMBER: 14643 DALLAS PARKWAY, SUITE 570 TELEPHONE (972) 386-0440
1972) 386-0441 DALLAS, TEXAS 75254 FAX (972) 386-0443
November 22, 2005
Ashton Woods USA L.L.C.
1080 Holcomb Bridge Road
Building 200, Suite 350
Roswell, Georgia 30076
Re: Ashton Woods USA L.L.C. and Ashton Woods Finance Co. - Rule
144A Offering of 9.5% Senior Subordinated Notes due 2015
OurFileNo.AW-7461
Ladies and Gentlemen:
We have acted as counsel to Canyon Realty, LLC, a Texas limited
liability company ("CR"), Ashton Dallas Residential L.L.C, a Texas limited
liability company ("ADR"), Ashton Houston Residential L.L.C, a Texas limited
liability company ("AHR"), Ashton Houston Development LLC, a Texas limited
liability company ("AHD"), and Ashton Brookstone, Inc., a Texas corporation
("AB"), subsidiaries of Ashton Woods USA L.L.C. f'Ashton Woods"1. in connection
with the Registration Statement on Form S-4 (the "Registration Statement"")
filed by Ashton Woods, Ashton Woods Finance Co. C'Ashton Finance"1. and the
subsidiary guarantors listed in the Registration Statement, including CR, ADR,
AHR, AHD, and AB (collectively, the "Guarantors"), with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"). The Registration Statement relates to the
issuance by Ashton Woods and Ashton Finance of up to $125 million aggregate
principal amount of their 9.5% Senior Subordinated Notes due 2015 (the "New
Notes"1 and the issuance by the subsidiary guarantors named in the Registration
Statement of guarantees (each a "Guarantee" and collectively, the "Guarantees"")
with respect to the New Notes.
The New Notes and Guarantees will be issued under an indenture, dated
as of September 21, 2005 (the "Indenture"), among Ashton Woods, Ashton Finance,
the Guarantors, the other subsidiary guarantors named therein, and U.S. Bank
National Association, as trustee. The New Notes and Guarantees will be offered
by Ashton Woods and Ashton Finance in exchange for $125 million aggregate
principal amount of their outstanding 9.5% Senior Subordinated Notes due 2015
and the related guarantees of those notes.
As such counsel and for purposes of our opinions set forth below, we
have examined originals or copies, certified or otherwise identified to our
satisfaction, of such documents, corporate records, certificates of public
officials, and other instrument as we have deemed necessary or appropriate as a
basis for the opinions set forth herein, including, without limitation:
(i) the Registration Statement;
Ashton Woods USA L.L.C.
November 22, 2005
Page 2
(ii) the Indenture;
(iii) the New Notes;
(iv) the Guarantees;
(v) Articles of Incorporation and Bylaws of AB;
(vi) Articles of Organization and Regulations of CR, ADR, AHR, and
AHD;
(vii) Certificates of Entity Status issued by the Office of the
Secretary of State of Texas for CR, ADR, AHR, AHD, and AB
("Certificates of Entity Status""):
(viii) Certificate of Account Status issued by the Texas Comptroller
of Public Accounts for AB ("Certificate of Account Status");
(ix) Written Consent of the Board of Directors of AB in Lieu of a
Meeting; and
(x) Joint Written Consent of the Sole Member of CR, ADR, AHR, AHD,
and others.
In addition to the foregoing, we have made such investigations of law
as we have deemed necessary or appropriate as a basis for the opinions set forth
herein.
In such examination and in rendering the opinions expressed below, we
have assumed: (i) the genuineness of all signatures on all documents submitted
to us; (ii) the authenticity and completeness of all documents, corporate
records, certificates, and other instruments submitted to us; (iii) that
photocopy, electronic, certified, conformed, facsimile, and other copies
submitted to us of original documents, corporate records, certificates, and
other instruments conform to the original documents, records, certificates, and
other instruments, and that all such original documents were authentic and
complete; and (iv) the legal capacity of all individuals executing documents.
Based upon the foregoing, and in reliance thereon, and subject to the
limitations, qualifications, and exceptions set forth herein, we are of the
following opinion:
1. AB is validly existing as a corporation and in good standing
under the laws of the State of Texas, and AB has the corporate power to execute,
deliver, and perform its obligations under the Guarantee.
2. CR, ADR, AHR, and AHD are each validly existing as a limited
liability company and in good standing under the laws of the State of Texas, and
CR, ADR, AHR, and AHD each has the limited liability company power to execute,
deliver, and perform its obligations under the Guarantees.
Ashton Woods USA L.L.C.
November 22, 2005
Page 3
3. The execution, delivery, and performance of the Indenture and
the Guarantees by the Guarantors have been duly authorized by all necessary
corporate or limited liability company action on the part of CR, ADR, AHR, AHD,
and AB.
4. The execution and delivery by the Guarantors of the Indenture
and the Guarantees and the performance of their obligations thereunder have been
duly authorized by all necessary corporate, limited liability company, or other
action and do not and will not (i) require any additional consents or approvals
of their stockholders and members, or (ii) violate any provision of any law,
rule, or regulation of the State of Texas or, to our knowledge, any order, writ,
judgment, injunction, decree, determination, or award presently in effect having
applicability to any of the Guarantors which violation would impair its ability
to perform its obligations under the Guarantees or (iii) violate any of their
respective articles of incorporation, bylaws, articles of organization, or
regulations.
This opinion letter deals only with the specified legal issues
expressly addressed herein, and you should not infer any opinion that is not
explicitly addressed herein from any matter stated in this letter.
This opinion has been prepared for your use in connection with the
Registration Statement. This opinion may not be relied upon for any other
purpose. In addition, the law firm of Paul, Hastings, Janofsky & Walker LLP may
rely on this opinion for the purpose of rendering its legal opinion in
connection with the Registration Statement. This opinion speaks as of the date
hereof. We assume no obligation to advise you of any change in the foregoing
subsequent to the effectiveness of the Registration Statement even though the
change may affect the legal analysis or a legal conclusion or other matters in
this opinion letter.
We hereby consent to be named as counsel to the Guarantors in the
Registration Statement, to the references therein to our firm under the caption
"Legal Matters" and to the inclusion of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required under Section 7 of
the Securities Act, or the rules and regulations of the Commission.
Very truly yours,
HAGEN & PARSONS,
A PROFESSIONAL CORPORATION
By: Tim Hagen
----------------------
Tim Hagen, President
TDH:cw