Attached files

file filename
8-K - FORM 8-K - BEAZER HOMES USA INCg21753e8vk.htm
EX-5.1 - EX-5.1 - BEAZER HOMES USA INCg21753exv5w1.htm
EX-4.1 - EX-4.1 - BEAZER HOMES USA INCg21753exv4w1.htm
EX-1.1 - EX-1.1 - BEAZER HOMES USA INCg21753exv1w1.htm
EX-4.4 - EX-4.4 - BEAZER HOMES USA INCg21753exv4w4.htm
EX-1.2 - EX-1.2 - BEAZER HOMES USA INCg21753exv1w2.htm
EX-4.2 - EX-4.2 - BEAZER HOMES USA INCg21753exv4w2.htm
EX-99.1 - EX-99.1 - BEAZER HOMES USA INCg21753exv99w1.htm
Exhibit 5.2
         
    (TROUTMAN SANDERS LOGO)   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
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 (i) $57,500,000 aggregate principal amount of the Company’s 71/2% Mandatory Convertible Subordinated Notes due 2013 (the “Convertible Notes”), including $7,500,000 aggregate principal amount of Convertible Notes pursuant to the option granted to the Underwriters to purchase up to an additional $7,500,000 aggregate principal amount of the Convertible Notes to cover over-allotments, and (ii) the shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), issuable upon conversion of the Convertible Notes (the “Shares”), 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 Convertible Notes, 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.
     The Convertible Notes are to be issued under the Indenture, dated as of January 12, 2010 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of January 12, 2010 (together with the Base Indenture, the “Indenture”), each between the Company and U.S. Bank National Association, as trustee.
     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
ATLANTA   CHICAGO   HONG KONG   LONDON   NEW YORK   NEWARK   NORFOLK   ORANGE COUNTY
RALEIGH   RICHMOND    SAN DIEGO   SHANGHAI   TYSONS CORNER   VIRGINIA BEACH   WASHINGTON, DC

 


 

(TROUTMAN SANDERS LOGO)
Beazer Homes USA, Inc.
January 12, 2010
Page 2
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:
  1.   The Convertible Notes, upon proper execution, delivery and authentication in accordance with the provisions of the Indenture are valid and binding obligations of the Company, enforceable against the Company in accordance with and subject to their terms and the terms of the Indenture, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and similar laws of general applicability relating to or affecting the enforcement of creditors’ rights and by general equitable principles (whether considered in a proceeding at law or in equity), and except that no opinion is expressed as to the availability of the remedy of specific performance; and
  2.   The Shares have been duly authorized and validly reserved for issuance and, when issued upon conversion of the Convertible Notes and in accordance with the terms of the Convertible Notes, will be validly issued, fully paid and nonassessable.
     No opinion is given as to the enforceability of any provision in the Indenture or Convertible Notes that purports to waive any obligation of good faith, fair dealing, diligence, materiality or reasonableness, that insulates any person from the consequences of its own misconduct, that makes a person’s determinations conclusive, that requires waivers and modifications to be in writing in all circumstances, that states that all provisions are severable, that waives trial by jury or that makes a choice of forum. In addition, no opinion is given as to any provision in the Indenture or the Convertible Notes purporting to waive rights to objections, legal defenses, statutes or limitations or other benefits that cannot be waived in advance under applicable law.
     We are, in this opinion, opining only on the laws of the State of New York, the Delaware General Corporation Law (including the relevant statutory provisions, the applicable provisions of the Delaware 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.

 


 

(TROUTMAN SANDERS LOGO)
Beazer Homes USA, Inc.
January 12, 2010
Page 3
     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 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