Exhibit 5
[GIBSON, DUNN & CRUTCHER LETTERHEAD]
June 9, 1995
C 95181-00120
Del Webb Corporation
6001 24th Street
Phoenix, Arizona 85016
Re: Public Offering of $200 million
of Debt Securities, Warrants,
Preferred Shares and Common Shares
Ladies and Gentlemen:
We have acted as special counsel to Del Webb Corporation, a
Delaware corporation (the "Company"), in connection with the registration under
the Securities Act of 1933, as amended, pursuant to the Registration Statement
to which this opinion is an Exhibit (the "Registration Statement"), of $200
million of (i) the Company's Senior, Subordinated and/or Senior Subordinated
Debt Securities, issued separately or in exchange for the Preferred Shares
referred to below (the "Debt Securities"), (ii) the Warrants (the "Warrants") to
purchase shares of Common Stock and/or Preferred Stock of the Company, (iii) the
shares of Preferred Stock (the "Preferred Shares") and the shares of Common
Stock (the "Common Shares") issuable separately, on conversion of any Debt
Securities issued that are convertible into Common Shares or Preferred Shares
and upon exercise of any Warrants so issued and (iv) the Common Shares issuable
upon conversion of any Preferred Shares so issued that are convertible into
Common Shares. The Debt Securities, Warrants, Preferred Shares and Common Shares
may also be issued as part of units consisting of any combination of such
securities.
We are familiar with the corporate action taken and proposed
to be taken by the Company in connection with the authorization, issuance and
sale of the Debt Securities, the Warrants, the Preferred Shares and the Common
Shares and have made such other legal and factual inquiries as we deem necessary
for purposes of rendering this opinion.
Based on the foregoing and in reliance thereon, and subject to
completion of the corporate action proposed to be taken by the Company referred
to above (including without limitation the due reservation of the Common Shares
and Preferred Shares for issuance and, with respect to the Preferred Shares, the
due authorization, approval and filing of the Certificate of Designations
referred to below), the effectiveness of the Registration Statement, the due
execution and delivery of the Indenture(s) pursuant to which the Debt Securities
will be issued (together, the "Indenture") and the Warrant Agreement relating to
the Warrants (the "Warrant Agreement"), each in materially the form filed as an
Exhibit to the Registration Statement, and the qualifications and limitations
set forth below, we are of the opinion that:
(a) the Debt Securities and Warrants, upon the
issuance thereof and timely payment in full
therefor in the manner described in the
Registration Statement and the Prospectus
Supplement describing the terms of the Debt
Securities and Warrants as issued, will be
validly issued, fully paid and nonassessable;
(b) the Debt Securities so issued will be legally
binding obligations of the Company, entitled to
the benefits provided under the Indenture
pursuant to which they are issued;
(c) any Warrants so issued will be legally binding
obligations of the Company, entitled to
the benefits provided under the applicable
Warrant Agreement; and
(d) the Preferred Shares and Common Shares issued
separately or upon the conversion of any Debt
Securities so issued that are convertible and
upon the exercise of any Warrants so issued (as
to the Preferred Shares, when issued pursuant to
the Certificate of Designations pursuant to
Section 151 of the Delaware General Corporation
Law in materially the form filed as an Exhibit to
the Registration Statement (the "Certificate of
Designations")), and the Common Shares issued
upon conversion of any such Preferred Shares so
issued that are convertible into Common Shares
(i) will have been duly authorized and reserved
for issuance separately, upon conversion of such
Debt Securities, exercise of any such Warrants
and conversion of any such convertible Preferred
Shares, upon the respective issuance of each, as
the case may be, and (ii) upon the issuance of
such Preferred Shares and Common Shares
separately against payment in full therefor or
pursuant to (x) the Indenture upon valid
conversion of such Debt Securities, (y) exercise
of such Warrants and payment in full of the
exercise price provided for therein or (z) valid
conversion of any such Preferred Shares so issued
that are convertible into Common Shares in
accordance with the Certificate of Designations,
as the case may be, will be validly issued, fully
paid and nonassessable.
Our opinions set forth above are subject to the effect of (a)
applicable bankruptcy, reorganization, insolvency, moratorium and other similar
laws and court decisions of general application (including without limitation
statutory or other laws regarding fraudulent or preferential transfers) relating
to, limiting or affecting the enforcement of creditors' rights generally, (b)
general principles of equity that may limit the enforceability of any of the
remedies, covenants or other provisions of the Debt Securities, the Indenture,
the Warrants, the Warrant Agreement and the Certificate of Designations and the
availability of injunctive relief or other equitable remedies and (c) the
application of principles of equity (regardless of whether enforcement is
considered in proceedings at law or in equity) as such principles relate to,
limit or affect the enforcement of creditors' rights generally.
In addition, we express no opinion as to: (a) any provisions
of the Debt Securities, the Indenture, the Warrant Agreement, the Warrants or
the Certificate of Designations regarding the remedies available to any person
(1) to take action that is arbitrary, unreasonable or capricious or is not taken
in good faith or in a commercially reasonable manner, whether or not such action
is permitted under the Debt Securities, the Indenture, the Warrant Agreement,
the Warrants or the Certificate of Designations or (2) for violations or
breaches that are determined by a court to be non-material or without
substantially adverse effect upon the ability of the Company to perform its
material obligations under the Debt Securities, the Indenture, the Warrant
Agreement, the Warrants or the Certificate of Designations; or (b) the
provisions of the Debt Securities or the Indenture that may provide for interest
on interest or penalty interest.
The Company is a Delaware corporation. We are not admitted to
practice in Delaware. However, we are generally familiar with the Delaware
General Corporation Law and have made such review thereof as we consider
necessary for the purpose of this opinion. Subject to the foregoing, this
opinion is limited to Delaware, New York and federal law.
Steven Meiers, the partner of this Firm with primary
responsibility for its work on the matters referred to in this letter,
beneficially owns $225,000 in principal amount of the Company's 10-7/8% Senior
Notes due 2000.
This opinion may not be quoted in whole or in part without the
prior written consent of this Firm.
You have informed us that you intend to issue the one or more
of the Common Shares, Preferred Shares, Debt Securities and Warrants from time
to time on a delayed or continuous basis, and this opinion is limited to the
laws referred to above as in effect on the date hereof. We understand that prior
to issuing any Common Shares, Preferred Shares, Debt Securities or Warrants you
will advise us in writing of the terms thereof, will afford us an opportunity to
review the operative documents pursuant to which such Common Shares, Preferred
Shares, Debt Securities and Warrants are to be issued (including the applicable
Prospectus Supplement) and will file such supplement or amendment to this
opinion (if any) as we may reasonably consider necessary or appropriate by
reason of the terms of such Debt Securities.
We hereby consent to the use of our name under the caption
"Certain Legal Matters" in the Prospectus forming a part of the Registration
Statement and to the filing of this opinion as Exhibit 5 to the Registration
Statement.
Very truly yours,
GIBSON, DUNN & CRUTCHER