Attached files
file | filename |
---|---|
8-K - FORM 8-K - BEAZER HOMES USA INC | g21753e8vk.htm |
EX-5.2 - EX-5.2 - BEAZER HOMES USA INC | g21753exv5w2.htm |
EX-4.1 - EX-4.1 - BEAZER HOMES USA INC | g21753exv4w1.htm |
EX-1.1 - EX-1.1 - BEAZER HOMES USA INC | g21753exv1w1.htm |
EX-4.4 - EX-4.4 - BEAZER HOMES USA INC | g21753exv4w4.htm |
EX-1.2 - EX-1.2 - BEAZER HOMES USA INC | g21753exv1w2.htm |
EX-4.2 - EX-4.2 - BEAZER HOMES USA INC | g21753exv4w2.htm |
EX-99.1 - EX-99.1 - BEAZER HOMES USA INC | g21753exv99w1.htm |
Exhibit 5.1
TROUTMAN SANDERS LLP Attorneys at Law Bank of America Plaza 600 Peachtree Street, NE, Suite 5200 Atlanta, Georgia 30308-2216 404.885.3000 telephone troutmansanders.com |
January 12, 2010
Beazer Homes USA, Inc.
1000 Abernathy Road, Suite 1200
Atlanta, Georgia 30328
1000 Abernathy Road, Suite 1200
Atlanta, Georgia 30328
Ladies and Gentlemen:
You have requested our opinion as special counsel to Beazer Homes USA, Inc., a Delaware
corporation (the Company), with respect to certain matters in connection with the offering by the
Company of 22,425,000 shares (the Shares) of the Companys common stock, par value $0.001 (the
Common Stock), including 2,925,000 shares of Common Stock pursuant to the option granted to the
Underwriters to purchase up to an additional 2,925,000 shares of Common Stock to cover
over-allotments, pursuant to a Registration Statement on Form S-3 (Registration Statement No.
333-163110) (the Registration Statement), filed with the Securities and Exchange Commission (the
Commission) under the Securities Act of 1933, as amended (the Act), the related prospectus,
dated January 4, 2010 (the Base Prospectus), and the prospectus supplement relating to the
Shares, dated January 6, 2010 (the Prospectus Supplement and collectively with the Base
Prospectus, the Prospectus), filed with the Commission pursuant to Rule 424(b) of the rules and
regulations promulgated under the Act. This opinion is being provided at your request for
incorporation by reference in the Registration Statement.
In connection with this opinion, we have examined originals, or copies certified or otherwise
identified to our satisfaction, of such instruments, certificates, records and documents, and have
reviewed such questions of law, as we have deemed necessary or appropriate for purposes of this
opinion. In such examination, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, the conformity to the original documents of all
documents submitted as copies and the authenticity of the originals of such latter documents. As
to any facts material to our opinion, we have relied upon the aforesaid instruments, certificates,
records and documents and inquiries of your representatives.
Based upon the foregoing examination, we are of the opinion that the Shares have been duly
authorized and, when issued by you in the manner contemplated by the Registration Statement and the
Prospectus, will be validly issued, fully paid and nonassessable.
We are, in this opinion, opining only on the Delaware General Corporation Law (including the
relevant statutory provisions, the applicable provisions of the Delaware
ATLANTA CHICAGO HONG KONG LONDON NEW YORK NEWARK NORFOLK ORANGE COUNTY
RALEIGH RICHMOND SAN DIEGO SHANGHAI TYSONS CORNER VIRGINIA BEACH WASHINGTON, DC
RALEIGH RICHMOND SAN DIEGO SHANGHAI TYSONS CORNER VIRGINIA BEACH WASHINGTON, DC
Beazer Homes USA, Inc.
January 12, 2010
Page 2
January 12, 2010
Page 2
Constitution and the reported judicial decisions interpreting these laws) and the federal law of
the United States. We are not opining on blue sky or other state securities laws.
This opinion is given as of the date hereof, and we assume no obligation to advise you after
the date hereof of facts or circumstances that come to our attention or changes in law that occur
which could affect the opinions contained herein.
We hereby consent to the filing of this opinion as an exhibit to the Current Report on Form
8-K dated as of the date hereof filed by the Company and incorporated by reference into the
Registration Statement and to the statements with respect to our name wherever it appears in the
Registration Statement and the Prospectus. In giving the foregoing consent, we do not hereby admit
that we come within the category of persons whose consent is required under Section 7 of the Act,
or the rules and regulations of the Commission thereunder. This opinion is being rendered solely
for the benefit of the Company in connection with the matters addressed herein. This opinion may not
be relied upon by you for any other purpose, or furnished or quoted to or relied upon by any other
person, firm or entity for any purpose, without our prior written consent.
Very truly yours, |
||||
/s/ Troutman Sanders LLP | ||||