May 19, 2003
M.D.C. Holdings, Inc.
3600 S. Yosemite Street, Suite 900
Denver, Colorado 80237
Re: M.D.C. Holdings, Inc. 5 1/2% Senior Notes due 2013
Ladies and Gentlemen:
We have acted as counsel to M.D.C. Holdings, Inc., a Delaware
corporation (the "Company"), in connection with (i) the Company's Registration
Statement on Form S-3 (File No. 333-97225) (as amended, the "Registration
Statement") filed with the Securities and Exchange Commission (the "SEC") under
the Securities Act of 1933 (as amended, the "Act"), on July 29, 2002, as amended
on August 6, 2002, September 3, 2002, September 23, 2002 and October 1, 2002,
and (ii) the offering and sale by the Company of its 5 1/2% Senior Notes due
2013 (the "Notes"), which have been fully and unconditionally guaranteed by
certain of its subsidiaries (the "Guarantors"). The Notes, together with the
guarantees issued by the Guarantors, are described herein as the "Debt
Securities."
All capitalized terms which are not defined herein shall have the
meanings assigned to them in the Registration Statement.
In connection with the Company's and the Guarantors' preparation and
filing of the Registration Statement and their offering and sale of the Debt
Securities, we have examined originals or copies of all documents, corporate
records or other writings that we consider relevant for the purposes of this
opinion. In such examination, we have assumed the genuineness of all signatures
on all original documents, the authenticity of all documents submitted to us as
originals, and the conformity to original documents of all documents submitted
to us as photocopies of originals. As to matters of fact not directly within our
actual knowledge, we have relied upon certificates, telegrams and other
documents from public officials in certain jurisdictions.
In connection with this opinion, we have examined the following
documents:
(1) The Articles or Certificate of Incorporation of the Company
and each of the Guarantors, as amended to date;
M.D.C. Holdings, Inc.
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May 19, 2003
(2) The Bylaws of the Company and each of the Guarantors, as
amended to date;
(3) The form of the Indenture and the Supplemental Indenture,
dated May 19, 2003, and the form of the Debt Securities, each
filed as an exhibit to the Registration Statement on Form 8-K;
(4) Such records of the corporate proceedings of the Company and
the Guarantors, and such other documents that we considered
necessary or appropriate for the purpose of rendering this
opinion; and
(5) Such other certificates and assurances from public officials,
officers and representatives of the Company and the Guarantors
that we considered necessary or appropriate for the purpose of
rendering this opinion.
On the basis of the foregoing examination, and in reliance thereon, we
are of the opinion that (subject to compliance with the pertinent provisions of
the Act and the Trust Indenture Act of 1939, as amended, and to compliance with
such securities or "blue sky" laws of any jurisdiction as may be applicable):
When (a) the Debt Securities in substantially the form contained in the
Indenture shall have been authorized, executed and authenticated in accordance
with the terms of the Indenture, (b) the Indenture shall have been qualified
under the Trust Indenture Act of 1939, duly executed and delivered and (c) the
Debt Securities shall have been issued and sold as described in the Registration
Statement, in accordance with the terms and conditions of the applicable
underwriting agreement, and in a manner contemplated in the Registration
Statement, including the Prospectus Supplement, dated May 12, 2003, relating to
such Debt Securities, the Notes will be duly authorized and valid and binding
obligations of the Company and the Guarantees will be duly authorized and valid
binding obligations of the Guarantors, subject to the effect of any bankruptcy,
insolvency, reorganization, moratorium, arrangement, or similar laws affecting
the enforcement of creditors' rights generally (including, without limitation,
the effect of statutory or other laws regarding fraudulent transfers or
preferential
M.D.C. Holdings, Inc.
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May 19, 2003
transfers) and general principles of equity, regardless of whether
enforceability is considered in a proceeding in equity or at law.
The opinions expressed herein are limited to the laws of the States of
Colorado and New York, the General Corporation Law of the State of Delaware and
the federal laws of the United States of America.
This opinion may be filed as an exhibit to the Registration Statement.
Consent is also given to the reference to this firm under the caption "Legal
Matters" in the prospectus contained in the Registration Statement. In giving
this consent, we do not admit we are included in the category of persons whose
consent is required under Section 7 of the Act or the rules and regulations of
the SEC promulgated thereunder.
M.D.C. Holdings, Inc.
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May 19, 2003
The opinions expressed herein are rendered as of the date hereof. We do
not undertake to advise you of matters that may come to our attention subsequent
to the date hereof and that may affect the opinions expressed herein, including
without limitation, future changes in applicable law. This letter is our opinion
as to certain legal conclusions as specifically set forth herein and is not and
should not be deemed to be a representation or opinion as to any factual
matters. The opinions expressed herein may not be quoted in whole or in part or
otherwise used or referred to in connection with any other transactions.
Very truly yours,
/s/ Holme Roberts & Owen LLP