Exhibit 5.1
July 2, 2003
Meritage Corporation
8501 East Princess Drive
Suite 290
Scottsdale, Arizona 85255
Each of the subsidiaries of Meritage
Corporation listed on Schedule I
attached hereto
c/o Meritage Corporation
8501 East Princess Drive
Suite 290
Scottsdale, Arizona 85255
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-4, including
amendments and exhibits thereto (the "Registration Statement"), for the proposed
offer to exchange (the "Exchange Offer") by Meritage Corporation (the "Company")
and each of the guarantor subsidiaries listed on Schedule I attached hereto
(collectively, the "Guarantors"), of up to an aggregate of $50 million in
principal amount of its 9.75% Senior Notes due 2011 (the "Exchange Notes") for
an equal principal amount of its outstanding 9.75% Senior Notes due 2011 (the
"Outstanding Notes") and the guarantees by the Guarantors of the Exchange Notes.
The Outstanding Notes were issued, and the Exchanges Notes are issuable,
pursuant to an Indenture, dated May 30, 2001, by and among the Company, the
Guarantors and Wells Fargo Bank, National Association, as Trustee (the
"Indenture").
Based on the foregoing, and subject to the qualifications and limitations
set forth herein, we advise you that:
1. The Exchange Notes, when issued, authenticated and delivered by the
Company and the Trustee in accordance with the terms of the Indenture, and when
issued in exchange for Outstanding Notes as contemplated in the Registration
Statement, will be legally binding and valid obligations of the Company,
entitled to the benefits of the Indenture and enforceable against the Company in
accordance with their terms.
Meritage Corporation
July 2, 2003
Page 2
2. The guarantees by the Guarantors to be endorsed on the Exchange Notes,
when the Exchange Notes are issued, authenticated and delivered by the Company
and the Trustee in accordance with the terms of the Indenture, and when issued
as contemplated in the Registration Statement, will be legally binding and valid
obligations of the Guarantors enforceable against each of them in accordance
with their terms.
In rendering this opinion, we have reviewed and relied upon the Indenture,
the Outstanding Notes, the form of Exchange Notes and such documents, records,
and other instruments of the Company and the Guarantors as we have deemed
necessary.
The opinions set forth above are subject to the following qualifications:
(i) The opinions are subject to and may be limited by (a) applicable
bankruptcy, insolvency, liquidation, fraudulent conveyance or transfer,
moratorium, reorganization, or other similar laws affecting creditors' rights
generally; (b) general equitable principles and rules of law governing specific
performance, estoppel, waiver, injunctive relief, and other equitable remedies
(regardless of whether enforcement is sought in a proceeding at law or in
equity), and the discretion of any court before which a proceeding may be
brought; (c) duties and standards of good faith, reasonableness and fair dealing
imposed on creditors and parties to contracts; and (d) a court determination
that any fees payable pursuant to a provision requiring the payment of
attorneys' fees is reasonable.
(ii) We have assumed: (a) the genuineness of the signatures and the
authenticity of documents submitted to us as originals, and the conformity to
originals of all documents submitted to us as certified or photostatic copies;
(b) that such documents accurately describe the mutual understanding of the
parties as to all matters contained therein and that no other agreements or
undertakings exist between the parties that would affect the documents relating
to the transactions contemplated by such documents and agreements; (c) the due
authorization, execution, and delivery of the documents discussed herein by all
parties thereto except the Company
Meritage Corporation
July 2, 2003
Page 3
and the Guarantors, that such documents will be valid and binding upon, and
enforceable in accordance with their terms against, all parties thereto except
the Company and the Guarantors, and that the execution, delivery, and
performance of such documents by parties other than the Company and the
Guarantors will not violate any provision of any charter document, law, rule,
regulation, judgment, order, decree, agreement or other document binding upon or
applicable to such other parties or their respective assets; (d) the accuracy,
completeness, and genuineness of all representations and certifications made to
or obtained by us, including those of public officials; and (e) the accuracy
and completeness of records of the Company and the Guarantors.
(iii) We express no opinion regarding compliance by the Company or
any Guarantor with any financial covenants required to be maintained by them
under any agreement or document, or as to the financial ability of the Company
or any Guarantors to meet its obligations under the documents described herein.
(iv) This opinion letter is limited to the matters stated herein and
no opinion is implied or may be inferred beyond the matters expressly stated.
Without limiting the foregoing, the opinions expressed in this letter are based
upon the law and facts as we understand them in effect on the date hereof, and
we assume no obligation to revise or supplement this opinion should such law be
changed by legislative action, judicial decision, or otherwise, or should any
facts or other matters upon which we have relied be changed.
We hereby consent to the filing of the opinion as an exhibit to the
Registration Statement and to the use of our name in the Registration Statement.
Very truly yours,
/s/ Snell & Wilmer, L.L.P.
SCHEDULE I
LIST OF SUBSIDIARY GUARANTORS
Monterey Homes Arizona, Inc.
Meritage Paseo Crossing, LLC
Monterey Homes Construction, Inc.
Meritage Paseo Construction, LLC
Meritage Homes of Arizona, Inc.
Meritage Homes Construction, Inc.
MTH-Texas GP, Inc.
MTH-Texas LP, Inc.
Legacy/Monterey Homes, L.P.
Meritage Homes of Northern California, Inc.
Hancock-MTH Builders, Inc.
Hancock-MTH Communities, Inc
Legacy Operating Company, L.P.
MTH-Texas GP II, Inc.
MTH-Texas LP II, Inc.
MTH-Homes Nevada, Inc.
Meritage Holdings, L.L.C.
Hulen Park Venture, L.L.C.
MTH-Homes Texas, L.P.
MTH-Cavalier, LLC