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[GIBSON, DUNN & CRUTCHER LLP LETTERHEAD]
September 11, 1997
C 95181-00125
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
Exhibit 5
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Del Webb Corporation
September 11, 1997
Page 2
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 or exchange
of any such Preferred Shares so issued that are
convertible or exchangeable into Common Shares (i)
will have been duly authorized
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Del Webb Corporation
September 11, 1997
Page 3
and reserved for issuance separately, upon conversion
of such Debt Securities, exercise of any such
Warrants and conversion or exchange 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.
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Del Webb Corporation
September 11, 1997
Page 4
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 matter referred to in this letter,
beneficially owns 15,000 shares of Common Stock of the Company.
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 LLP
SAM:ST